ATHOS WORKS, INC.

TERMS OF USE AND SALE

The following terms and conditions (the "Agreement") govern all use of this website, our mobile application(s) and all services provided by Athos (together, the "Service") and any of our products ("Products"). The Service is owned and operated by Athos Works, Inc. ("Athos").

The Service is offered subject to your (the "User") acceptance without modification of all of the terms and conditions contained herein and all other rules, policies and procedures that may be published from time to time on the Site by Athos ("Policies") – including, without limitation, Athos’s Warranty and Return Policy. To the extent any of the Policies conflict with this Agreement, such Policies shall control.

If you have copyright concerns regarding any content on the Site, please refer to our "Copyright Notice" at the end of this Agreement.

1. ACCESS

Subject to the terms and conditions of this Agreement, the Service is provided solely for the User’s own personal, non-commercial use only and is not for the use or benefit of any third party. Athos may change, suspend or discontinue the Services at any time, including the availability of any feature or content. Athos may also impose limits on certain features and services or restrict User’s access to parts or all of the Services without notice or liability.

The User certifies to Athos that if the User is an individual (i.e., not a corporation) the User is at least 14 years of age. The User also certifies that they are legally permitted to use the Service and takes full responsibility for the selection and use of the the Service. This Agreement is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

2. MODIFICATIONS.

Athos reserves the right to, at its discretion, modify this Agreement at any time by posting a notice on the Site or by sending the User a notice via email or postal mail. The User shall be responsible for reviewing and becoming familiar with any such modifications. The use of the Service by the User following such notification constitutes the User’s acceptance of the terms and conditions of this Agreement as modified.

3. REGISTRATION.

As a condition to using certain features of the Service, the User will be required to register with Athos and select a password and User name ("User ID"). The User shall provide Athos with accurate, complete, and up to date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. The User may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than the User without appropriate authorization. Athos reserves the right to refuse registration of or cancel a User ID in its discretion. The User shall be responsible for maintaining the confidentiality of the User’s password and other account information. Please see our Privacy Policy for more details.

4. PRODUCT PURCHASES.

If the User purchases a Product, the User authorizes Athos to charge the User (per the payment method selected by the User through the Site) for the price of the product and all related fees and taxes. Product prices shall be as set forth by Athos on the Site and are subject to change at any time.

Purchases are subject to Athos’s Warranty and Return Policy. The risk of loss and title for the Products ordered by the User shall pass to the User upon Athos’s delivery of the items to the carrier. Replacement of products claimed as damaged, and credits to the User’s account claimed as not received, are subject to Athos’s investigation and discretion.

5. PROMOTIONAL OFFERS.

The User agrees to receive emails promoting any special offer(s), including third party offers, as well as Athos newsletters. The User may opt-out of such emails as set forth in such emails or our Privacy Policy.

6. SITE CONTENT.

The content on the Service (with the exception of any and all User Submissions – as defined below), including without limitation, the text, metadata, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively known as "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Athos. Athos reserves all rights to but not expressly granted in and the Service and the Content. The User shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit any Content or Marks for any purposes whatsoever without the express prior written consent of the respective owners.

Athos grants the User a limited non-exclusive, non-transferable, non-sublicensable right to display and view the Content for personal, non-commercial use. If the User downloads or prints a copy of the Content for personal use, the User must retain all copyright and other proprietary notices contained therein. Copying, using or storing any Content for reasons other than non-commercial use is expressly prohibited without prior written permission from Athos or from the applicable copyright holder.

The User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Site.

7. USER SUBMISSIONS.

The Service may permit the submission of text, images or other communications by the User and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. The User understands that whether or not such User Submissions are published, Athos does not guarantee any confidentiality with respect to any such submissions.

The User shall be solely responsible for the User’s own User Submissions and the consequences of posting or publishing them. The User agrees that Athos has no liability with respect to any User Submissions, including and without limitation, the User’s own User Submissions, and the User hereby irrevocably releases Athos and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to the User Submissions or any part thereof.

In connection with the User’s User Submissions, the User affirms, represents, and warrants (and the User can and will demonstrate to Athos’s full satisfaction upon its request) that (i) none of such User Submissions will violate any laws or regulations, (ii) none of such User Submissions will be defamatory, obscene or otherwise offensive, and (iii) the posting of User’s User Submission on or through the Site, Service or otherwise does not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity.

By making User Submissions to the Service, or displaying, publishing, or otherwise posting any content on or through the Service, the User hereby does and shall grant Athos a worldwide, non-exclusive, royalty-free, fully paid, sublicenseable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Service and Athos’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. The User also hereby does and shall grant each user of the Service a non-exclusive license to access the User’s User Submissions through the Service, and to: use, modify, reproduce, distribute, prepare derivative works from, display and perform such User Submissions as permitted through the functionality of the Service. For clarity, the foregoing license grant to Athos does not affect the User’s other ownership or license rights in User’s User Submission(s), including the right to grant additional licenses to the material in such User Submission(s).

In connection with User Submissions, the User further agrees that the User will not: (i) publish falsehoods or misrepresentations that could damage Athos or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Athos all of the license rights granted herein; or (vi) submit material that is unsuitable for minors in any country.

Athos does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Athos expressly disclaims any and all responsibility or liability in connection with User Submissions. Athos also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by the User, or to restrict, suspend or terminate the User’s access to all or any part of the Site or the Service at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, Athos assumes no responsibility for monitoring the Service for inappropriate content, or modifying or removing such content from the Service.

8. SOFTWARE.

With respect to any software provided by Athos (including, without limitation, as embedded in any Product) ("Software"), Athos grants the User a limited, personal, non-sublicensable, non-transferable non-exclusive license to use the software, in object code form only, and only for the User’s personal, non-commercial use in connection with the Products.

Except as expressly and unambiguously permitted by this Agreement, the User shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify or distribute the Software (or any part of the Site); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software (or any part of the Site) (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease or use the Software for timesharing or service bureau purposes, or otherwise use the Software (or any part of the Site) for the benefit of any third party; or (iv) use the Software for commercial purposes or to create or develop any other product or service. The User shall maintain and not remove or obscure any proprietary (including copyright) notices on the Software. As between the parties, title, ownership rights and intellectual property rights in and to the Software, and any copies, portions or derivatives thereof, shall remain with Athos and its suppliers and licensors. The Software is protected by the copyright laws of the United States and international copyright treaties. The User acknowledges that the Software is licensed, not sold. This Agreement does not give the User any rights to the Software not expressly granted herein.

9. RESTRICTIONS.

The User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Athos reserves the right to bar any such activity.

The User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Athos server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

The User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service nor breach the security or authentication measures on the Service or any network connected to the Service. The User shall not reverse look-up, trace or seek to trace any information on any other user of, or visitor to, the Service, or any other customer of Athos, including any Athos account not owned by User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User’s own information, as provided for by the Service.

The User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Athos’s systems or networks, or any systems or networks connected to the Service or to Athos.

The User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.

The User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to Athos on or through the Service. The User shall not, in connection with the Service, pretend (e.g. through impersonation) that The User is any other individual or entity.

The User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Athos or others.

10. THIRD PARTY SITES.

The Site may permit the User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Athos’s control, and the User acknowledges that Athos is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Athos. The User further acknowledges and agrees that Athos shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.

11. APPLE DEVICE TERMS

In the event the User is using the Service in connection with a device provided by Apple, Inc. ("Apple"), the following shall apply:

  • Both the User and Athos acknowledge that this Agreement is concluded between you and Athos only, and not with Apple, and that Apple is not responsible for the Service or any content available through the Service;
  • User will only use the iOS mobile version of the Service in connection with an Apple device that the User owns or controls;
  • The User acknowledges and agrees that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service;
  • In the event of any failure of the Service to conform to any applicable warranty, including those implied by law, the User may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to the User will be to refund to you the purchase price, if any, of the iOS mobile version of Service;
  • The User acknowledges and agrees that Athos, and not Apple, is responsible for addressing any claims User or any third party may have in relation to the Service;
  • The User acknowledges and agrees that, in the event of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, Athos, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  • The User represents and warrants that the User is not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that the User is not listed on any U.S. Government list of prohibited or restricted parties;
  • Both the User and Athos acknowledges and agrees that, in the User’s use of the Service, the User will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  • Both the User and Athos acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon the User’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the User as the third party beneficiary hereof.

12. INDEMNIFICATION.

The User is responsible for all of its activity in connection with the Service. The User shall defend, indemnify, and hold harmless Athos, its affiliates and each of its employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, and expenses, including reasonable attorneys’ fees, that arise from or in connection with: (i) the User’s use or misuse of the Service; (ii) the User’s access to any part of the Service, (iii) any of the User’s User Submissions or (iv) the User’s violation of this Agreement.

13. LIMITED PRODUCT WARRANTY.

Athos provides a limited one (1) year warranty on Products purchased from Athos, as described in our Warranty and Return Policy.

14. WARRANTY DISCLAIMER.

EXCEPT FOR THE FOREGOING LIMITED PRODUCT WARRANTY, THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND ANY SOFTWARE) AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (BUT, FOR CLARITY, THE PRODUCTS ARE CAN BE RETURNED/EXCHANGES PURSUANT TO ATHOS’S RETURN POLICY).

IN ADDITION, ATHOS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY BIOMETRIC (OR OTHER) MEASUREMENTS OR CALCULATIONS GENERATED (OR OTHERWISE GATHERED) BY ANY OF THE PRODUCTS (AND SUCH MEASUREMENTS. ATHOS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE RESULTS OF USING THE PRODUCTS – SUCH AS WITH RESPECT TO WEIGHT-LOSS OR ACHIEVING OTHER FITNESS GOALS. NEITHER THE PRODUCTS, NOR ANY OTHER PART OF THE SERVICE, ARE INTENDED AS A SUBSTITUTION FOR ANY MEDICAL DIAGNOSTICS OR ADVICE.

THIS DISCLAIMER OF WARRANTIES SHALL BE VOID TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. LIMITATION OF LIABILITY.

IN NO EVENT SHALL ATHOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY LICENSORS, OR THIRD PARTY SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IN THE EVENT THE APPLICABLE CLAIM/DISPUTE DIRECTLY RELATES TO PRODUCTS USER PURCHASES FROM ATHOS, SUCH DAMAGES CAP WILL BE EQUAL TO THE MONETARY VALUE OF THE APPLICABLE PRODUCTS AND ASSOCIATED SHIPPING). THE FOREGOING LIMITATIONS SHALL BE VOID TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. TERMINATION.

Athos may terminate the User’s access to all or any part of the Service at any time, with or without cause, effective upon notice thereof to the User (provided that, if Athos determines there may be an immediate threat to Athos, it may terminate such access without notice). Upon termination notice from Athos, the User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.

17. MEMBER DISPUTES.

The User is solely responsible for the User’s interactions with other Service users. Athos reserves the right, but has no obligation, to monitor disputes between the User and other Service users. If the User has a dispute with one or more users of the Service, the User shall and hereby does release Athos (and its officers, directors, agents, subsidiaries, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If the User is a California resident, the User waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

18. EXPORT AND TRADE CONTROLS.

The User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.

19. INTERNATIONAL USE.

Athos makes no representation that the Service is appropriate or available for use in the country, geographic area or jurisdiction where the User is located, and accessing the Service from territories where any of the content accessed via the Service may be illegal is prohibited. The User is responsible for compliance with local laws when the User accesses and uses the Service.

20. PRIVACY.

We strongly encourage the User to closely review Athos’s Privacy Policy, which is incorporated by this reference.

21. COPYRIGHT.

All content included on the Site, such as text, graphics, logos, button icons, images, and software, is the property of Athos or Athos’s licensors and other content suppliers – and protected by United States and international copyright laws. All software used in connection with the Site is the property of Athos or its software suppliers and protected by United States and international copyright laws.

22. ELECTRONIC COMMUNICATIONS.

When the User visits the Site or send e-mails to Athos, the User is communicating with Athos electronically. The User hereby consents to receive communications from Athos electronically. Athos will communicate with the User by e-mail or by posting notices on the Site. The User agrees that all agreements, notices, disclosures and other communications that Athos provides to the User electronically satisfy any legal requirement that such communications be in writing.

23. MISCELLANEOUS.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by the User except with Athos’s prior written consent. Athos may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS"). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in a writing signed by both parties.

24. COPYRIGHT NOTICE

Athos has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Athos’s Designated Agent to Receive Notification of Claimed Infringement is listed at the end of this policy ("Designated Agent").

It is Athos’s policy to (1) block access to or remove content (including, without limitation, text, graphics and photos) (collectively, "Content") that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that Content residing on or accessible through the Athos web site or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Athos is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, e-mail address;

5. A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Athos’s policy:

1. To remove or disable access to the infringing Content;

2. To notify the Content provider, member or user that it has removed or disabled access to the Content; and

3. That repeat offenders will have the infringing Content removed from the system and that Athos will terminate such Content provider’s, member’s or user’s access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the Content provider, member or user;

2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

3. A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Athos is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Athos’s may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Athos’s discretion.

Please contact Athos’s Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent to Receive Notification of Claimed Infringement:
Dhananja Jayalath
399 Bradford St, Suite 101
Redwood City, CA 94063
1-800-714-9697
[email protected]