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Standard Terms of Use

Thanks for using Healthy Bag.

Please read these Terms carefully. By using Healthy Bag or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Healthy Bag (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Healthy Bag (“Healthy Bag,” “we,” or “us”) is a weight loss program running online that allows you to manage your diet, and to lose weight, mentoring, and tracking your daily activities necessary for weight loss, among other things. As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

These Standard Terms of Use (“Terms,” including our Acceptable Use Policy, Copyright and Trademark Policy, Data Processing Addendum, and Additional Terms) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, which in addition to our Privacy Policy and Cookie Statement, describe how we’ll treat your account and the data we collect and process about you, your end users, and your contacts while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

Some features of the Service are offered as add-ons to your account (“Add-ons”). Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Some Add-ons are intended for particular use cases and may also have additional terms or restrictions (“Additional Terms”). Additional Terms for Add-ons can be found on our website at healthybagonline.com/additional-terms, and Members agree to the applicable Additional Terms at the time they choose to add the corresponding Add-on. Also note that a Member’s account may have access to unique features of the Service based on their historic usage or status.

Healthy Bag uses Google Maps and YouTube to provide certain features of the Service, and, as a result, we are contractually obligated to make our Members aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the Google Maps/Google Earth Additional Terms of Service and the YouTube Terms of Service (including the Google Privacy Policy).

If you download the App through the Apple App Store, Google Play or other app store or distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App; and (iv) the App Provider is a third party beneficiary of these Terms as related to your use of the App, and the App Provider will have the right to enforce these Terms as related to your use of the App against you.

If you have any questions about our Terms, feel free to contact us.

ACCOUNT

1. Eligibility

  1. be at least eighteen (18) years old and able to enter into contracts;

  2. complete the account registration process;

  3. agree to these Terms;

  4. provide true, complete, and up-to-date contact and billing information;

  5. not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Healthy Bag may refuse service, close accounts of any Members, and change eligibility requirements at any time.

2. Term

When you sign up for an account and agree to these Terms, the Agreement between you and Healthy Bag is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Healthy Bag account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first.

3. Closing Your Account

You or Healthy Bag may terminate the Agreement at any time and for any reason by terminating your Healthy Bag account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

4. Changes

We may change any of the Terms by posting revised Terms on our Healthy Bag website. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Service, Add-ons, or any features of the Service at any time.

5. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Healthy Bag is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

6. Account Disputes

We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we’ll require you to resolve the matter through proper channels outside of Healthy Bag.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

PAYMENT

7. Debit and Credit Cards

As long as you’re a Member or otherwise have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card, if any. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and may suspend your account until your payment can be processed.

RIGHTS

8. Feedback and Proprietary Rights

We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines.

You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Healthy Bag in the course of using the Service or which Healthy Bag otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.

9. Privacy Policy

Your privacy is important to us. Please read our Privacy Policy and Cookie Statement for information regarding how we collect, use, and disclose your personal information and the privacy rights available to you when you use and interact with the Service.

For the purposes of European privacy laws, for much of the personal information we collect and process through the Service, we act as a processor; however, there are certain instances, as described in our Privacy Policy, where we process personal information, including Content and other data from Member accounts, as a controller for important business purposes (e.g., for billing, administrative, security, and product improvement purposes).

When we, as a controller, process data that originates from the European Economic Area, UK, or Switzerland in a country that has not been found to provide an adequate level of protection under applicable data protection law, we shall process such data in compliance with the European Commission decision C(2004) 5271 standard contractual clauses for controllers (as updated, amended, or replaced from time to time), the terms of which are incorporated herein by reference. For the purposes of the descriptions in the standard contractual clauses: (a) Healthy Bag shall be the "data importer" and you shall be the "data exporter"; (b) the data importer selects option (iii) for the purposes of Clause 2(h) of the Model Clauses; and (c) the optional clauses are expressly not included. The details of the transfer are as follows: (i) the purposes of transfer, categories of data and data subjects are described in our Privacy Policy; (ii) sensitive data: n/a; and (iii) contact points for data protection inquiries are as set forth in these Terms.

10. Right to Review Content and Campaigns

We may view, copy, and internally distribute Content that helps us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts. We may aggregate and anonymize data, including from the Content of your Campaigns, to create statistical information. Aggregated anonymized statistical information may be shared externally for research, marketing, or other lawful purposes.

RULES AND ABUSE

11. Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Registered Member, please report it. If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at the address provided in our Copyright and Trademark Policy.

12. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations or other applicable laws. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children's Online Privacy Protection Act, or any other applicable laws.

If you collect any personal information pertaining to a minor and store such information within your Mailchimp account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

You agree, represent, and warrant to Healthy Bag that:

  1. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (a) satisfies the requirements of applicable data protection laws, (b) describes your use of the Service, and (c) includes a link to our Privacy Policy.

  2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Healthy Bag and to enable such data to be lawfully collected, processed, and shared by Healthy Bag for the purposes of providing the Service or as otherwise directed by you.

  3. You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.

  4. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Healthy Bag to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users in accordance with and as described in the Cookie Statement.

  5. To the extent Healthy Bag processes your Content protected by Data Protection Laws as a processor on your behalf (all as defined in the DPA), you and Healthy Bag shall be subject to and comply with the Healthy Bag Data Processing Addendum ("DPA"), which is incorporated into and forms an integral part of these Terms. The DPA sets out our obligations with respect to data protection and security when processing your Content on your behalf in connection with the Service.

In addition, if you are subject to EU Data Protection Law (as defined in the Data Processing Addendum), you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Protection Law, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 20.

LIABILITY

13. Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Healthy Bag website; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

14. No Warranties

To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

15. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

16. Equitable Relief

Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

17. Subpoena Fees

If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

18. Disclaimers

We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.

OTHER IMPORTANT STUFF

19. Assignments

You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

20. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

21. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

22. Severability

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.

23. Interpretation

The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

24. Waiver

If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

25. No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

26. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

27. Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Healthy Bag for such incident.

28. Entire Agreement

These Terms and any Additional Terms you’ve agreed to by enabling any Add-ons (if any) make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.

Congratulations! You’ve reached the end.

Thanks for taking the time to learn about Healthy Bag policies.

Updated November 25, 2020

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