Terms of Use
Last Updated: Janurary 14, 2025
These Terms of Use are entered into by and between you (“you” or “Customer”) and Respyre Inc. (including its affiliates, successors, or assigns, “Respyre,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms”) govern your access to and use of: (1) our websites located at www.respyre.ca and any other websites to which these Terms are posted (collectively, the “Website”); (2) our mobile applications and related web-based applications (collectively, the “App”); (3) wellness, fitness, and human-performance programs and resources made available through the Website or App (“Programs”); and (4) any services, content, tools, reporting features, communications, and functionality made available by us through the Website, App, or Programs (together, the “Services”).
ACCEPTANCE OF THESE TERMS
By executing an order form, accepting a proposal, creating an Account (as defined below), using the Services, or otherwise indicating your acceptance of these Terms, you acknowledge and agree that you have read these Terms and are bound by them.
If you are an individual acting on behalf of a Customer that is a company, employer, or other legal entity, you represent and warrant that you are authorized to enter into these Terms on behalf of that Customer and to bind the Customer to these Terms.
IF YOU DO NOT AGREE WITH ALL THESE TERMS OR ARE NOT AN AUTHORIZED AGENT FOR A CUSTOMER, DO NOT EXECUTE A RESPYRE ORDER FORM, CREATE AN ACCOUNT, OR OTHERWISE USE THE SERVICES.
THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER (SEE “DISPUTE RESOLUTION”).
AGE AND ELIGIBILITY
The Services are offered to users who are at least 13 years of age (or the age required by applicable law in your jurisdiction). If you are under 18, you may use the Services only with permission and supervision of a parent or legal guardian where required by law.
If you do not meet these requirements, you must not access or use the Services.
CHANGES TO THESE TERMS
We may revise these Terms from time to time in our sole discretion, subject to applicable law. When we revise these Terms, we will post the updated version on the Website. Your continued use of the Services after changes become effective means you accept the revised Terms. If you do not agree, your sole recourse is to stop using the Services and terminate access.
Except as otherwise expressly stated by us, your access and use of the Services are subject to and constitute your acceptance of the version of these Terms in effect at the time of your access or use.
ADDITIONAL TERMS AND CONDITIONS
In conjunction with your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions, including, but not limited to, a subscription agreement, order form, statement of work, end user license terms, privacy and security terms, or other documents (“Additional Terms”), which are incorporated by reference into these Terms.
Unless an agreement between you and Respyre states otherwise, if there is a conflict between these Terms and Additional Terms, these Terms will control.
ACCESSING THE SERVICES; ACCOUNT SECURITY
Account Creation
To access certain Services, you may be required to provide certain information (“User Information”) and:
(a) execute an order form or accept a proposal, and/or
(b) create an online account via the Website or App (an “Account”), which may include clicking a box indicating acceptance of these Terms.
If a Customer purchases access to the Services, the Customer may select or configure, among other things:
(i) applicable Services; (ii) subscription term; (iii) number of authorized users (e.g., administrators, managers, coaches, and employee participants); (iv) payment method; and (v) optional modules or add-ons.
Trial Services
If you access the Services on an evaluation or trial basis (“Trial Services”), you may use Trial Services only for evaluation purposes and only for the period presented to you at sign-up or in writing by Respyre.
Trial Services are provided “AS IS” and “AS AVAILABLE” without warranties or indemnification to the maximum extent permitted by law. Trial Services may exclude features that are otherwise available to paying customers. Continued use after a trial requires a paid subscription.
Changes to Services
The Services may change over time. We may modify, add, or remove features or functionality, and we are not liable for any modification or discontinuation of any part of the Services. Content may be out of date, and we are not obligated to update it.
Your Responsibilities
In using the Services, you agree you are responsible for:
making all arrangements necessary to access the Services; and
ensuring all persons who access the Services through your Account comply with these Terms.
Account Security
You agree not to share or allow others to use your credentials. You are responsible for maintaining the confidentiality of your login information and for all activity that occurs under your Account.
If you suspect unauthorized access, you must notify us immediately at support@respyre.ca.
Accuracy of Information
Our Privacy Policy governs our collection, use, storage, and disclosure of User Information. You represent and warrant that User Information you provide is truthful, accurate, current, and complete, and you agree to promptly update it.
ORDERING
You may purchase access to and use of the Services through:
(a) your Account on the Website/App, or
(b) an order form/proposal accepted in writing.
Customers may issue a purchase order to Respyre if agreed in writing. Any additional or conflicting terms in a customer purchase order, proposal, or other document are rejected and have no effect unless expressly accepted in writing by Respyre.
For ordering inquiries, contact: info@respyre.ca.
INTELLECTUAL PROPERTY RIGHTS
The Services and all related content, features, and functionality—including software, text, displays, visuals, design, selection, arrangement, and associated materials—are owned by Respyre, its licensors, or other providers and are protected by Canadian and international intellectual property laws.
Subject to these Terms, you are granted a limited, non-exclusive, non-transferable right to access and use the Services only as permitted under your subscription and only for your internal business purposes (for Customers) or personal participation purposes (for end users), as applicable.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the Services except as incidentally required to use the Services or as expressly allowed by Respyre in writing.
If you violate these Terms, your right to use the Services may be terminated immediately.
TRADEMARKS
“Respyre,” the Respyre logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Respyre or its licensors. You must not use them without our prior written permission.
PROHIBITED USES
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
In any way that violates applicable laws or regulations.
To exploit, harm, or attempt to harm minors.
To transmit spam, unsolicited promotions, or unauthorized advertising.
To impersonate Respyre or any Respyre representative, or misrepresent your affiliation.
To interfere with, disrupt, or degrade the Services or other users’ access.
To introduce malware, viruses, or harmful code.
To attempt to gain unauthorized access to systems, servers, or data.
To scrape, crawl, or use automated tools to access or copy content without permission.
USER CONTRIBUTIONS
The Services may include community features (e.g., posts, comments, messages, uploads, or other interactive tools) (“Interactive Services”) that allow users to submit content (“User Contributions”).
User Contributions must comply with these Terms and all Content Standards below. User Contributions are generally considered non-confidential unless otherwise stated.
By submitting User Contributions, you grant Respyre and its service providers the right to use, host, reproduce, modify, display, and distribute such User Contributions for the purpose of operating and providing the Services.
You represent and warrant that you own or control the rights to the User Contributions and that they do not violate any third-party rights or laws.
MONITORING AND ENFORCEMENT
We may (but are not required to) remove or refuse to post User Contributions in our sole discretion. We may take action we deem necessary if we believe content violates these Terms, infringes rights, threatens safety, or could create liability.
We may also disclose information as necessary to comply with legal requests or enforce our rights.
CONTENT STANDARDS
User Contributions must not:
Contain defamatory, obscene, abusive, harassing, hateful, or inflammatory material.
Promote explicit sexual content, violence, or unlawful discrimination.
Infringe intellectual property rights or privacy rights.
Promote illegal activity or deceptive practices.
Impersonate any person or misrepresent affiliation.
Include contests, sweepstakes, or commercial promotions without authorization.
Give the impression content is endorsed by Respyre when it is not.
COPYRIGHT (DMCA / NOTICE AND TAKEDOWN)
We take claims of copyright infringement seriously and will respond to notices consistent with applicable law.
To submit a copyright notice or counter-notice, contact:
Email: info@respyre.ca
Subject line: “Copyright Notice” or “Copyright Counter-Notice”
(Respyre may request additional information to validate and process notices.)
TERMINATION AND SUSPENSION
We may suspend, limit, or terminate your access to the Services or your Account at our discretion, without notice or liability, including for violations of these Terms or to protect the integrity/security of the Services.
Upon termination, you must stop using the Services. Provisions that by their nature should survive termination (e.g., IP, disclaimers, limitations of liability, dispute resolution) will survive.
RELIANCE ON INFORMATION POSTED; HEALTH DISCLAIMER
Information in the Services is provided for general informational purposes only. We do not guarantee accuracy or completeness.
The Services do not provide medical advice. You should consult a qualified healthcare provider before starting any exercise, nutrition, or wellness program. You assume all risks associated with participation in activities or programs.
PRIVACY
Our Privacy Policy applies to use of the Services and is incorporated into these Terms by reference. By using the Services, you consent to actions taken by us consistent with our Privacy Policy.
LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES
You may link to our Website in a way that is fair and legal and does not damage our reputation or imply endorsement without written permission.
You must not frame the Website, deep-link in a misleading way, or otherwise present Services as affiliated with you without permission.
THIRD-PARTY SITES AND CONTENT
The Services may include links to third-party websites or content. Respyre is not responsible for third-party sites, their content, or their practices. Your use of third-party sites is at your own risk and subject to their terms.
GEOGRAPHIC RESTRICTIONS
Respyre is based in Canada. Access to the Services may not be lawful in certain jurisdictions. You are responsible for compliance with local laws if you access the Services from outside Canada.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RESPYRE, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE, PROFITS, DATA, OR GOODWILL ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES.
TO THE EXTENT LIABILITY IS NOT EXCLUDABLE, RESPYRE’S TOTAL LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO RESPYRE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $500, WHICHEVER IS LESS (UNLESS A DIFFERENT LIMIT IS REQUIRED BY LAW OR STATED IN AN ORDER FORM).
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Respyre, its affiliates, licensors, and service providers, and their respective officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your violation of these Terms; (b) your User Contributions; or (c) your misuse of the Services.
GOVERNING LAW
These Terms and any disputes arising out of or related to them will be governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without regard to conflict of law principles.
DISPUTE RESOLUTION BY BINDING ARBITRATION; CLASS ACTION WAIVER
For any dispute arising out of or relating to the Services or these Terms, you and Respyre agree to attempt to resolve the dispute informally first by providing written notice and allowing thirty (30) days to resolve.
If not resolved, you and Respyre agree to resolve disputes by binding and confidential arbitration, and not in court, except where prohibited by law or where small claims court is available.
CLASS ACTION WAIVER: Claims must be brought in an individual capacity only. The arbitrator may not consolidate claims or award class-wide relief.
WAIVER AND SEVERABILITY
No waiver of any term will be deemed a continuing waiver. If any provision is found unenforceable, the remaining provisions will remain in effect.
NOTICES
We may send notices to the email associated with your Account. Notices to Respyre that are intended to have legal effect must be sent to: info@respyre.ca
FORCE MAJEURE
Respyre is not liable for delays or failures due to causes beyond reasonable control, including outages, hosting failures, cyberattacks, natural disasters, government actions, pandemics, or internet/telecom disruptions.
ENTIRE AGREEMENT
These Terms, our Privacy Policy, and any Additional Terms (including order forms and statements of work) constitute the entire agreement between you and Respyre regarding the Services and supersede prior agreements on the same subject.
CONTACT US
If you have questions about these Terms or the Services, contact:
Email: info@respyre.ca
Support: support@respyre.ca
Website: www.respyre.ca