User Agreement – Terms of Use

IMPORTANT - READ CAREFULLY: THESE TERMS OF SERVICE AND END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND UP HEALTH ("COMPANY"), OR ANY OF ITS AFFILIATED COMPANIES OR PROPERTIES, THAT PROVIDE APPLICATION OR APPLICATION-ENABLED SERVICE TO YOU. IN THIS AGREEMENT, "APPLICATION" MEANS ANY APPLICATION, PROGRAMS OR APPLICATIONS PROVIDED TO YOU BY THE COMPANY WHICH IS INSTALLED, ACCESSED OR OTHERWISE USED BY YOU OR YOUR EQUIPMENT OR DEVICES (EACH INCLUDING ANY PRIOR OR FUTURE VERSIONS), AND IT INCLUDES RELATED DOCUMENTATION AND OTHER TEXT; ARTWORK, PHOTOS, VIDEO AND AUDIO CONTENT; AND ALL UPDATES TO ANY OF THESE ITEMS. BY INSTALLING, ACCESSING OR OTHERWISE USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD STOP USING THE APPLICATION AND PROMPTLY RETURN TO THE COMPANY ANY APPLICATION IN YOUR POSSESSION, INCLUDING ANY PACKAGING AND ALL WRITTEN MATERIALS.

Grant of license

If you will use the Application, the Company grants to you, subject to the terms and conditions of this Agreement, during the term of this Agreement, the limited, non-exclusive, non-transferable, non-sub-licensable, revocable, worldwide license to install, access, run and execute the Application on one (1) mobile device or equipment owned or controlled by you ("Device") for your internal personal use only (and not for commercial use or resale).

Personal Data

As used in this Agreement:

“customer” means an individual who (a) has contacted us through any means to find out more about any goods or services we provide, or (b) may, or has, entered into a contract with us for the supply of any goods or services by us; and

“personal data” means data, whether true or not, about a customer who can be identified: (a) from that data; or (b) from that data and other information to which we have or are likely to have access.

Depending on the nature of your interaction with us, some examples of personal data which we may collect from you include your name and identification information such as your NRIC number, contact information such as your address, email address or telephone number, nationality, gender, date of birth, marital status, photographs and other audio-visual information, employment information and financial information such as credit card numbers, debit card numbers or bank account information.
Other terms used in this Notice shall have the meanings given to them in the PDPA (where the context so permits).

Collection, Use and Disclosure of Personal Data

We generally do not collect your personal data unless (a) it is provided to us voluntarily by you directly or via a third party who has been duly authorised by you to disclose your personal data to us (your “authorised representative”) after (i) you (or your authorised representative) have been notified of the purposes for which the data is collected, and (ii) you (or your authorised representative) have provided written consent to the collection and usage of your personal data for those purposes, or (b) collection and use of personal data without consent is permitted or required by the PDPA or other laws. We shall seek your consent before collecting any additional personal data and before using your personal data for a purpose which has not been notified to you (except where permitted or authorised by law).

We may collect and use your personal data for any or all of the following purposes:

performing obligations in the course of or in connection with our provision of the goods and/or services requested by you;
verifying your identity;
responding to, handling, and processing queries, requests, applications, complaints, and feedback from you;
managing your relationship with us;
processing payment or credit transactions;
sending your marketing information about our goods or services including notifying you of our marketing events, initiatives and promotions, lucky draws, membership and rewards schemes and other promotions;
complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
any other purposes for which you have provided the information;
transmitting to any unaffiliated third parties including our third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes; and
any other incidental business purposes related to or in connection with the above.

We may disclose your personal data:

where such disclosure is required for performing obligations in the course of or in connection with our provision of the goods or services requested by you; or
to third party service providers, agents and other organisations we have engaged to perform any of the functions listed in clause 5 above for us.
The purposes listed in the above clauses may continue to apply even in situations where your relationship with us (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).

Withdrawing your consent

The consent that you provide for the collection, use and disclosure of your personal data will remain valid until such time it is being withdrawn by you in writing. You may withdraw consent and request us to stop using and/or disclosing your personal data for any or all of the purposes listed above by submitting your request in writing or via email to our Data Protection Officer at the contact details provided below.
Upon receipt of your written request to withdraw your consent, we may require reasonable time (depending on the complexity of the request and its impact on our relationship with you) for your request to be processed and for us to notify you of the consequences of us acceding to the same, including any legal consequences which may affect your rights and liabilities to us. In general, we shall seek to process your request within ten (10) business days of receiving it.
Whilst we respect your decision to withdraw your consent, please note that depending on the nature and scope of your request, we may not be in a position to continue providing our goods or services to you and we shall, in such circumstances, notify you before completing the processing of your request. Should you decide to cancel your withdrawal of consent, please inform us in writing in the manner described in clause 4 above.
Please note that withdrawing consent does not affect out right to continue to collect, use and disclose personal data where such collection, use and disclose without consent is permitted or required under applicable laws.

Retention of Personal Data

We may retain your personal data for as long as it is necessary to fulfil the purpose for which it was collected, or as required or permitted by applicable laws.
We will cease to retain your personal data, or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which the personal data was collected, and is no longer necessary for legal or business purposes.

Eligibility

We do not permit individuals under 18 years of age to become registered users of our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions and to abide by the terms and conditions of these Terms & Conditions.

Copyright

a. Application : The Application is owned by the Company or its licensor and is protected by copyright laws of Singapore, by laws of other nations, and by international copyright treaties. The Application is licensed, not sold. Except as expressly stated in this Agreement, the Company grants you no right or license, express or implied, to the Application or service therein provided ("Service"), including, without limitation, any right to use, copy, publish, display, compile, transmit, broadcast or otherwise exploit the Application or Service. Other than those rights expressly granted herein to you herein, the Company reserves all rights in and to the Application and Service, including any and all patent, trademark, copyright, trade secret, intellectual and industrial property rights, now or hereafter known, developed or in existence and in all forms of media throughout the world for the Company's use and disposition at its sole discretion without any obligation to you. You are not authorized to use the name "UP HEALTH" or any of its trademarks owned or controlled by the Company in any manner whatsoever, without prior written approval and instruction from the Company.

You acknowledge and agree that the Services and all intellectual property rights associated therewith are, and shall remain, the property of UP Health (and, where applicable, its licensors). Furthermore, you acknowledge and agree that the source and object code of the Website and/or Mobile App and the format, directories, queries, algorithms, structure and organization of the Website and/or Mobile App are the intellectual property and proprietary and confidential information of UP Health and its affiliates, licensors and suppliers. Except as expressly stated in these Terms & Conditions, you are not granted any intellectual property rights in or to the Services by implication, estoppel or other legal theory, and all rights in and to the Services not expressly granted in these Terms & Conditions are hereby reserved and retained by UP Health.

b. Trademarks. UP Health and UP Fitness are trademarks or registered trademarks of UP Health, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website, Mobile App or in other Content provided to you may be the trademarks of third-parties. Neither your use of the Services, nor these Terms & Conditions, grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the UP Health Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the UP Health Marks generated as a result of your use of the Services will inure to the benefit of UP Health., and you agree to assign, and hereby do assign, all such goodwill to UP Health, You shall not at any time, nor shall you assist others to, challenge UP Health’s right, title, or interest in or to, or the validity of, the UP Health Marks.

c. Copyrighted Materials; Copyright Notice. All content and other materials available through the Services, including without limitation the UP Health logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by UP Health or are the property of UP Health’s licensors and suppliers. Except as explicitly provided, neither your use of the Services nor these Terms & Conditions grant you any right, title or interest in or to any such content or materials.

Restrictions on use and transfer

You may only use the Application in accordance with this Agreement. You will comply with the following restrictions, in addition to the other terms of this Agreement:

You may not copy the Application except as installed on the Device.
You may not sell, rent or lease the Application or otherwise transfer or assign the right to use the Application, or pledge, grant a security interest in, lien on or encumber the Application.
You may not use the Service or Application to store or handle any information not owned by you or provided to you with authorized access.
You may not use the Service or Application to process or permit to be stored or handled the information of a third party which you are not otherwise authorized access.
You may not access the Service or Application with any automated application program other than the Application program on your Device.
You may not use the Service or Application for any illegal purpose.

Anonymised information

We may collect information from you or others on your behalf under this policy and create de-identified information to help us in our business and operations and for purposes permitted under law. De-identified information will never contain Personal Information protected by law. De-identified information may be transferred, disclosed, assigned, leased, licensed, sold and otherwise shared with and by our partners, service providers, advertisers and/or other third parties for purposes permitted under law.

Copies

You may not copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the Application, merge the Application or any part thereof with any other Application or change any Application in whole or in part, nor allow any other party to do so. You must not alter or remove any copyright or other intellectual property notifications applied to the Application. Upon termination of this Agreement for any reason, you will immediately destroy or return to the Company the Application and may not use the Application for any reason.

Third party components

The Application may contain or rely on components that are owned by third parties and have been licensed to the Company for distribution within the Application. You may not use third party components in any way whatsoever other than through your authorized use of the Application as a single integrated application.

Use of your information

You agree that the Company may collect and use technical and related information, including but not limited to technical information about your Device, software, and peripherals, that is gathered periodically to facilitate the provision of Application updates, product support and other services to you (if any) related to the Services and Application and to verify compliance with the terms of this Agreement. The Company may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

Our record retention policy

The user records may be maintained in paper or electronic format, as appropriate and may be stored on-site or off-site, in accordance with the need to access the records. Some records are not subject to any retention period and can be discarded when they do not have administrative value. Other data are not considered "records" within the meaning of this policy and need to be maintained only as long as they have administrative value. Medical records: (a) The Company will retain medical records for the period of time required by applicable law and regulation; (b) The Company will dispose of medical records promptly, in the appropriate manner after they have satisfied their required retention period, unless they are the subject of a Litigation Hold; (c) The Company will strive to preserve records subject to a Litigation Hold, if the records would otherwise be disposed of. Records which must be disposed of will be done so in a manner that safeguards confidential, sensitive or proprietary information contained in the records.

Health and Medical Disclaimer

No Doctor-Patient Relationship. Any and all services provided by, in and/or through the Services are for informational purposes only. UP Health is not a medical professional, and UP Health does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE UP HEALTH PARTIES (INCLUDING, WITHOUT LIMITATION, COACHES) OR ANY OF UP HEALTH SERVICE USERS).

You are urged and advised to seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any weight loss effort regimen, physical activities or any other plans that may be referenced, discussed or offered under the Services. If you are being treated for an illness, taking prescription medication or following a therapeutic diet to treat a disease, it is especially urged to consult with your physician before using the Services. You represent to us (which representation shall be deemed to be made each time you use the Services), that you are not using the Services or participating in any of the activities offered by the Services for purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Services that is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

Material is provided for informational purposes only and not for medical advice, recommendation or warranty of any kind. Information provided is not a substitute for the advice of an appropriate medical professional or healthcare provider ("Providers"). The Company assumes no liability for any medical advice, consultation, or services furnished by such Providers. The Company does not recommend or endorse any specific services. The Company does not endorse any Providers, nor does it assume liability for facilitating provider-patient relationships with such Providers. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 995.
Virtual Coaching Service Disclaimer. If you are a Premium Service user, you have access to personal coaching services (“Virtual Coaching Service”). If you have access to our Virtual Coaching Service, you will be able to interact with a Coach. A Coach will assist his/her users in developing skills to help them achieve their health related goals. UP Health may, in its sole discretion, engage or replace any Coach with another without notice to the Virtual Coaching Service users.

The services provided by our Virtual Coaching Service are not medical, mental health or any other type of health service. Virtual Coaching Service is not psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The Virtual Coaching Service cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals.

UP Health led by a Coach(es) are designed to provide individuals with education, information and personal support from peers and the group leader regarding your health-related issues and goals. For example, a Business Customer, a healthcare provider, may contract UP Health to provide Business Premium Services and ask you to use our Services to track your medical treatments and progress. In such case, your Coach may provide general information about psychological and emotional issues related to health conditions, medical treatments, success stories, and health-related goals in order to help you adhere to the specific regimen prescribed by your physician. However, Coaches are not allowed to use the Virtual Coaching Service to engage in rendering any type of psychological or healthcare advice for any individual or for his or her particular situation. Under no circumstances will any of your interactions with any Coach or any User of the Services be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever. IF UP HEALTH BECOMES AWARE OF OR SUSPECTS ANY MEDICAL OR MENTAL CONDITIONS OR ILLNESS, UP HEALTH MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH COACHES AND/OR OTHER MEMBERS WHEN USING THE SERVICES.

While all attempts will be made to keep in vogue, information may become outdated over time, or superseded by subsequent disclosure. This Website could also include technical or other inaccuracies or typographical errors. The Company assumes no liability for the accuracy or completeness of, nor any liability to update, the information contained in our services. Changes may be periodically added to the information and these changes will be incorporated in new editions of this Website.
UP Fitness Service Disclaimer
Consent: You understand that there are risks involved when you undertake an exercise programme and by participating you are accepting that risk in full accord. You understand and confirm that you was given the opportunity to ask questions and seek physical and/or medical clearance to undergo UP Fitness programme(s). You do not have any further doubts and you are aware that you are free to stop at any point if you desire so.
Update of health status: You understand that you have to inform the facilitator immediately:
1. If there was any change to your health status from what was previously stated in the PAR-Q and MAF form.
2. If doctors advised against any/some form of exercise.
3. If you feel unwell, dizzy, have shortness of breath or experience chest pain or any form of discomfort during the exercise session.
Waiver of liability: In consideration of your participation in this exercise programme, you hereby release UP Health. You accept full responsibility for the answers given and agree to indemnify UP Health (its directors, employees, agents and servants) from any loss, injury or claims that may be made against UP Health as a result of your participation in the exercise programme.
Photo, Audio & Video Release: In connection with my participation inUP Fitness programmes, You consent to having your photograph(s), audio footage(s) and video footage(s) taken for record and promotion purpose to encourage others who could possibly benefit from the intervention.
You hereby affirm and declare that you have read and fully understand the above consent, waiver of liability and, photo and video release. You are willing agree to the terms and conditions stated above. In addition, you wish to confirm all the information provided is accurate and up to date. Should there be any changes to any information you have provided, you agree to inform programme coordinator / facilitators during the course of the programme.

Browsers and other application

You represent and warrant that you have all necessary rights in and licenses to any Web browser or other applications necessary to use the Application. You acknowledge that: (a) use of the Application may require use of certain third-party tools or applications; (b) the Application may interact with servers operated by the Company; (c) the Company has no obligation to provide you any documentation, including but not limited to, operating manuals, with respect to the Application; and (d) the Company is not responsible for any tax consequences of your download or use of the Application, including but not limited to, sales or excise taxes.

Termination/Suspension

Either party may terminate this Agreement at any time with or without cause. If you wish to terminate this Agreement and cancel your account with the Company ("Company Account"), you can do so directly within your Company Account as part of the Service. Upon termination, your Company Account will be immediately cancelled and you will no longer be able to access your Company Account or information provided by the Company through the Services. In the event you do not receive any response within twenty four (24) hours confirming your cancellation, it is recommended that you re-submit your request or contact us via hello@uphealth.sg for further assistance. The Company, in its sole discretion, has the right to suspend or discontinue your Company Account and modify the Service, or terminate this Agreement and refuse any and all current or future use of the Service, for any reason at any time without prior notice, including for any use of the Application or Service which threatens the security or otherwise harms the Company or others. Upon termination of this Agreement, you must immediately destroy or return to the Company the Application and, during any suspension or discontinuance of the Service or termination thereof, may not use the Application for any reason. Termination of this Agreement or suspension of the Company Account will result in the deactivation of your Company Account or your access thereto, and the forfeiture and relinquishment of all current and future content and information in your Company Account or provided through the Services. The Company reserves the right to refuse service to anyone for any reason at any time. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. Upon termination of this Agreement, the following Sections herein shall survive: The entirety of the terms.

Warranty disclaimer

PROVIDED INFORMATION. THE INFORMATION ACCESSIBLE BY YOU THROUGH THIS APPLICATION AND SERVICE (INCLUDING ANY INFORMATION LINKED FROM THIS APPLICATION OR SERVICE) ("PROVIDED INFORMATION") IS FOR INFORMATIONAL PURPOSES ONLY. THE PROVIDED INFORMATION RELIES UPON AND OTHERWISE IS SUBJECT TO THE CUSTOMER DATA PROVIDED BY THIRD PARTIES AND YOU. THE APPLICATION AND SERVICES (AND PROVIDED INFORMATION) ARE BEING PROVIDED ON AN AS-IS BASIS WITHOUT ANY REPRESENTATION OR WARRANTY. ACCORDINGLY, THE COMPANY DOES NOT ASSERT, AND THE PROVIDED INFORMATION SHALL NOT CONSTITUTE OR CONTAIN, AND THE COMPANY HEREBY DISCLAIMS, ANY REPRESENTATION, WARRANTY, CERTIFICATION (INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE) OR AGREEMENT, WHETHER AS TO THE ACCURACY, RELIABILITY, SUFFICIENCY, TRUTH, SUITABILITY, QUALITY, VALIDITY, TIMELINESS OR COMPLETENESS OF THE APPLICATION, SERVICES AND PROVIDED INFORMATION (INCLUDING ANY AND ALL CALCULATIONS, TABLES, GRAPHS AND SUMMARIES) OR OTHERWISE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES, APPLICATION OR PROVIDED INFORMATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR WITHOUT DELAY OR FREE FROM DEFECTS, HARMFUL COMPONENTS, VIRUSES OR MALWARE. THE COMPANY DOES NOT WARRANT THAT ANY ERRORS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR A COMPANY REPRESENTATIVE SHALL CREATE A WARRANTY. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE PROVIDED INFORMATION ON THE APPLICATION OR AS PART OF THE SERVICES. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THIS APPLICATION OR SERVICES AND YOU WILL NOT MAKE A CLAIM AGAINST THE COMPANY FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE PROVIDED INFORMATION ON THIS APPLICATION OR SERVICE. THE COMPANY DISCLAIMS ALL LIABILITY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH ANY OF THE FOLLOWING:

internet or connectivity interruptions or delays
your or any third party's data, equipment, network, servers, applications, properties, cabling, systems, facilities or the Device
scheduled maintenance to the Application or Services
any act or omission by you or any third party
use of the Application or Services which is not permitted hereunder
modifications to the Application by any person other than the Company
force majeure

Without limiting the generality of the foregoing, you acknowledge and agree that the Service and Provided Information will, from time to time, be subject to interruptions, delays and lag time arising from maintenance, servicing, user activity, user access, connectivity or otherwise and the Company disclaims all liability arising there from.

No liability for damages

The total liability of the Company to you arising out, related to or in connection with this Agreement, the Services or the Application shall not exceed one (1) SG dollar. You may seek to recover from the Company only direct damages as to any claim arising out of, related to or in connection with this Agreement, the Services or the Application.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY OTHER DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOSS OF DATA, LOST SAVINGS, OR INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, GENERAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE APPLICATION, THE SERVICES OR YOUR USE OR INABILITY TO USE THE APPLICATION (OR ITS PROVIDED INFORMATION) HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE. THE COMPANY IS NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. SOLELY TO THE EXTENT CERTAIN JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT IS UNENFORCEABLE UNDER APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Confidentiality

"Confidential Information" means any proprietary, confidential or trade secret information of the Company and includes the Application and all components thereof. Confidential Information does not include any information which becomes generally known in the public through no fault or omission of you. Unless required by law, you shall not use any Confidential Information other than for the permitted purposes herein and you shall not disclose any Confidential Information to any third party. In the event you are compelled under law to disclose any Confidential Information, you shall provide prompt notice thereof to the Company prior to your disclosure and avail the Company adequate time and reasonable cooperation in order for the Company to seek an adequate remedy to prevent such disclosure.

Severability

If any provision of this Agreement is declared to be unenforceable, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision will be deemed modified to the extent necessary to comply with the applicable requirements of law, while retaining to the maximum extent permitted by law its intended effect, scope and economic effect.

Governing law/Dispute resolution

This Agreement shall be governed in all respects by the laws of Singapore.

Entire agreement

The terms of the Company's Terms of Service and Privacy Policy are incorporated herein by reference in its entirety. In the event of any conflict or inconsistency, the following shall establish the order of precedence and priority (with governing precedence listed first and interpreted to afford most favourable protection to the Company): this Terms of Service, and Privacy Policy. This Agreement constitutes the entire agreement between you and the Company pertaining to its subject matter and supersedes all other agreements, communications, understandings, negotiations, and discussions, whether oral or written, or course of dealings between us. No representation or promise subsequently made by you or the Company, nor any modification or amendment of this Agreement, will be binding unless it is in writing and signed by an authorized officer of the Company. The Company reserves the right to update and change the terms of this Agreement from time to time without notice in its sole discretion. The Company may post such changes which postings will be accessible on your Company Account. Any new features or enhancements to the current Service shall be subjected to the terms herein. Continued use of the Service or Application after any such changes shall constitute your consent to such changes. If you do not consent to such changes, you may terminate this Agreement.

Access codes

As part of your agreement with the Company, you may receive a username and password (or other means by which you can control access to the data, information and services provided by the Company) as part of your Company Account ("Access Code"). In such case, you agree to abide by the following terms in this paragraph. You acknowledge that you will be provided or have been provided an Access Code. You agree that once such Access Code is provided to you, you shall be solely responsible for maintaining the confidentiality of the Access Code. Accordingly, you shall be solely and completely responsible for any and all acts or omissions that occur under the Access Code by you or by any party (other than us) who uses such Access Code for any purpose whatsoever, whether lawful or unlawful. Without limiting the foregoing, you agree that the Access Code given to you will be solely used by you. You agree that you will not assign or transfer it to, or commit any act or omission that would result in such Access Code to be used by, any other party for any purpose whatsoever. You agree to inform the Company immediately of any unauthorized use of your Access Code.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE COMPANY HARMLESS FROM ALL CLAIMS, SUITS, ACTIONS, PROCEEDINGS (FORMAL AND INFORMAL), INVESTIGATIONS, JUDGMENTS, DEFICIENCIES, DAMAGES, SETTLEMENTS, LIABILITIES, AND LEGAL AND OTHER EXPENSES SUFFERED BY OR INCURRED BY THE COMPANY, ITS AFFILIATES OR THEIR EMPLOYEES, DIRECTORS, REPRESENTATIVES, CONSULTANTS, OFFICERS, OWNERS OR AGENTS ARISING FROM OR RELATED TO ANY OF THE FOLLOWING:

breach or violation by you of this Agreement
personal property damage or personal injury caused by you
your gross negligence or willful misconduct
any breach or violation by you of applicable laws
any of your information or data provided through the Device or the content thereof (including claims of infringement, ownership, libel, defamation, obscenity)
use of the Services and Application
use of the Provided Information and Access Code by you or others to whom you provided access

The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you in which case you agree to cooperate with the Company in asserting any available defence. Any Provided Information provided by the Company as part of the Service is qualified entirely by reference to the original source of the information and you should refer to such original source for qualifications and reference. Such information provided may not be incorporated into any contract. No statement or information shall constitute a legal, business or tax opinion or advice.

Addition services

The Service provided does not constitute a commitment to, and the Company has no obligation to you to, deliver any additional information, material, code, functionality, enhancement, modification, or update of or support for the Application, although such enhancements, modifications, updates, and support may be made available to you from time to time, may be terminated at any time without notice to you and you bear the sole risk and liability in relying on such information in making any strategic or analytical decisions. The development, release, and timing of any features or functionality of the Application remain at the sole discretion of the Company, and all information provided may change without notice.

Hyperlinks

This Application may contain hyperlinks to sites operated by third parties. Access to any other site is at your own risk. Such links are provided as a convenience and the inclusion of such links does not imply an endorsement or guarantee of the products or services of those operators. The Company is not responsible for the reliability of such sites nor is the Company responsible for any information or other materials on such sites. The Company's inclusion of hyperlinks to such sites does not imply any association with their operators. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that the Company is not in any way responsible for any such use by you.

Sensitive information

You may be granted access to information that is sensitive and personal in nature. You agree to not disclose or use such information except in compliance with applicable laws and in connection with lawful, legitimate, and bona fide purposes.

Construction

The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Agreement.

Rights comulative

The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

Force majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by Acts of God, Government restrictions, acts of terrorism, natural catastrophes, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected and occurring, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Notices

Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to the recipient's office.

Assignment

You shall not be permitted to assign or delegate your rights or duties hereunder to any person. This Agreement is entered into solely for the benefit of the Company and you and no other person shall be considered a third party beneficiary to the terms hereof.

Waiver

No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

UP Health Subscriptions

This section only applies when you purchase and/or subscribe to UP Health. By paying the subscription fee, you get access to UP Health with real health coaches and UP Fitness, subject to these Terms. All subscriptions with UP Health are paid for in advance.

You may at any time terminate your membership, in which case your membership will still be valid for the subscription time you have already paid for. If you have subscribed to UP Health through the use of App Store, Google Play Store, or any other such service provider, using in-app purchase, you can only cancel your subscription through the use of their services. Subscription fees can be found on UP Health's website (www.uphealth.sg). UP Health accepts a variety of different methods of payment, such as PayNow, Paylah! and credit card payment. Special terms and conditions may apply. UP Health reserves the right to change the subscription fees from time to time. You hereby consent to start using the Services immediately upon subscribing with UP Health.

Auto-renewal

Your subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate, via the payment method you provide, until you cancel. If you have subscribed to UP Health through the use of App Store, Google Play Store, or any other such service provider, using in-app purchase, you can only cancel your subscription through the use of their services. If you have subscribed through the UP Health website you can cancel by by going to the Subscription section of the UP Health website. If you cancel your subscription, you subscription will not be renewed after your then-current term expires. You won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Risk Assumption; Your Interactions with Others on the Websites And/Or Mobile Apps

UP HEALTH EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES AND PARTICIPATION IN ANY OTHER ACTIVITIES OFFERED IN THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR PARTICIPATION IN ANY UP HEALTH GROUP OR YOUR INTERACTIONS WITH ANY FACILITATOR OR COACHES. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT UP HEALTH IS NOT OBLIGATED IN ANY WAY TO (A) SCREEN ITS MEMBERS, (B) INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS, OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS, INCLUDING WITHOUT LIMITATION INFORMATION OR REPRESENTATIONS CONTAINED IN PUBLIC PROFILES. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. UP HEALTH DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS OR THEIR COMPATIBILITY WITH YOU.

Community Standards and Conduct Guidelines

You agree that you will not (and/or will not use the Website, the Mobile App and/or any part of our Services to):

a. Upload, post, email or otherwise transmit any User Content or other materials that:

(i) are unlawful, harmful, threatening, abusive, harassing, inflammatory, tortious, defamatory, vulgar, libelous, slanderous, discriminatory, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);

(ii) contain adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity or graphic violence;

(iii) incite or encourage criminal or terrorist activities or physical harm against another;

(iv) exploit political agendas or “hot button” issues for commercial use; or that contain hate speech based upon the race, sex, national original, religious affiliation, marital status, sexual orientation, gender identify, or language of an individual or group;

(v) are not your own, or that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(vi) infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party or that are deceptive, misleading or fraudulent or that may otherwise be unlawful or give rise to civil or criminal liability;

(vii) are unauthorized advertising, promotional materials, “junk mail,” “spam,” “phishing,” “chain letters,” “pyramid schemes,” or any other form of solicitation, opinions or notices, commercial or otherwise;

(viii) contain software viruses, spyware, adware, worms, or any other computer malware or malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

b. Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;

c. Advertise or otherwise solicit funds or constitute a solicitation for goods or services;

d. Impersonate any person or entity, including, but not limited to any user of the Services, a director, officer, employee, shareholder, agent or representative of UP Health, our Business Customers or any other person or entity, or falsely state or otherwise misrepresent your affiliation with UP Health. our Business Customers or any other person or entity;

e. Provide false, misleading or inaccurate information to UP Health or any other member;

f. Create more than one unique public profile or register for more than one account except as specifically permitted in these Terms & Services, create an account on behalf of someone else, or create a false or misleading identity on the Services;

g. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or other materials transmitted to or through the Services;

h. Attempt to probe, scan or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorization;

i. Use or affect the Services in any manner that could damage, disable, overburden or impair the Services or its functionality, or disrupt the normal flow of dialogue (including, without limitation, “flooding,” “mail bombing,” or “crashing”), or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of the Services;

j. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

k. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;

l. “Stalk” or otherwise harass another user or employee of the Services;

m. Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Services, including usernames or passwords;

n. Access or attempt to access another user’s account without his or her consent;

o. Reverse engineer, disassemble or decompile the Mobile App, or attempt to discover or recreate the source code for the Mobile App or any portion of the Services; or

p. Assign, transfer or sublicense your rights as a registered user of the Services.

Your privilege to use the Services (including your ability to contribute to discussions on the Public Forum or communicate with Coaches and/or other users in a UP Health Group) depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of the Services and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of these Terms & Conditions, we may terminate, in our sole discretion, your use of, or participation in, any Public Forum or the Services. Any violation of this section may subject you to civil and/or criminal liability.

YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER MEMBERS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE SERVICES (INCLUDING ANY PUBLIC FORUM) THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE.

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