These terms are a legal agreement between VictoryLab Inc. (“VictoryLab”) an Alberta corporation, and the user who accepts these terms (the “End User”) for VictoryLab’s App and Services.

 

Please read all the terms before indicating acceptance. These terms replace any previous license agreement. These terms apply to the VictoryLab App and Services, and any modules, software, support services and any updates, upgrades, supplements, new features released by VictoryLab, unless other terms accompany those items. If so, those terms apply. By using VictoryLab’s system and software, or any updates to the software, End User accepts these terms. If End User does not accept them, End User is not authorized to use the system or any software. End User is bound by these terms even if it does not read all the terms.

 

DEFINITIONS

  1. “App” means VictoryLab’s mobile application downloaded by the End User, and the V-Sport™, V-Biz™, or V-Impact™ content made available by VictoryLab through the App, together with online services, modules, updates, upgrades, supplements, new features, and related services provided to End User by VictoryLab under these terms;

  2. “App Data” is defined in Section 3.1;

  3. “Counselling Session Data” is defined in Section 3.2;

  4. “Effective Date” means the date on which the following has occurred: acceptance of these terms by End User and issuance of a login to the End User by VictoryLab or the User’s Licensed Organization;

  5. "End User" means the individual user who gets a license to use the App and Services and who is a member of a Licensed Organization;

  6. “External Services” is defined in Section 2.3(e);

  7. “Licensed Organization” means the sports, corporate, educational or other community organization that has entered into a license with VictoryLab for access to the App and Services;

  8. “Purpose” is defined in Section 2.1;

  9. “Services” means the counselling services for End Users through the chat/voice/user interface features on the App, and onboarding and training of End Users, as provided to Users under these terms by VictoryLab or its designated and trusted service providers, subject to any specifications and conditions listed in these terms, or listed in the confirmation or invoice provided by VictoryLab;

  10. “Term” is defined in Section 9.1;

  11. “VictoryLab” is defined above.

LICENSE

  1. Purpose. The App and Services are designed to enable the End User to record and track certain anonymous metrics through the use of and interaction with the App and Services (the “Purpose”). Use of the App and Services is entirely voluntary.

  2. Grant of License. The App is licensed (not sold) to End User. The Services will be provided to the End User through the App. The End User is granted a non-exclusive, non-sublicensable, non-assignable, and non-transferable license, to access and use the App and Services during the Term for the Purpose, conditional upon payment of any applicable fees by the Licensed Organization.

IMPORTANT INFORMATION ABOUT THE SERVICES.

  1. VictoryLab may deploy designated and trusted professional service providers to provide aspects of the Services to End Users, including the professional counsellors and therapists who are trained on the VictoryLab system to provide through the chat/voice/user interface features on the App.

  2. All such Services provided through the App are offered by counsellors and therapists who (i) are required to meet the standards of practice laid out by the their governing bodies; and (ii) have satisfied any requirements imposed by their professional governing bodies to provide the therapy a counselling services.

  3. End Users of the App have access to the “Support” function which will connect End Users with a counsellor providing crisis counselling via text or a therapist providing ongoing therapy via phone or other interface (as permitted through the App). Due to the nature of the App, participation is anonymous. However, if VictoryLab’s professional service providers are concerned about safety, if there is a medical emergency, or if records are subpoenaed, then VictoryLab’s service provider will have immediate access to identifying information which will be used to connect the End User with the appropriate services, in compliance with professional standards and obligations.

  4. In following the standard of practice, VictoryLab’s service providers require that the End Users consent to receive the therapy and counselling services provided through the App.

 

The End User hereby gives his or her express consent for the therapy and counselling services through the App and will only revoke his or her consent upon providing written notice to VictoryLab. VictoryLab’s designated service providers are third party beneficiaries of this Section 2.3, and, upon End User’s acceptance of these terms, the service providers will have the right (and will be deemed to have accepted the right) to rely on these terms as against the End User as a third party beneficiary hereof.

 

a. At any time during the term, an End User may wish to engage or may be invited to engage in separate counselling, therapy sessions or other treatment services which fall outside the App or the scope of Services (the “External Services”). If that occurs, the provision of any such External Services will be between the End User and a third-party service provider, not VictoryLab. A separate consent process and payment process may apply to any such External Services. VictoryLab is not liable for, responsible for nor involved in those External Services.

  1. End User Responsibilities. End User accepts responsibility for its use of the App and Services. End User is responsible for assessing suitability of the App and Services for End User’s own requirements.

  2. End User’s Representation & Warranty. End User represents and warrants that End User or the person entering into these Terms of Service on behalf of End User has the authority to do so.

  3. Use by Minors. The App is for use by End Users who are at least the age of 13; anyone under the age of 13 is not permitted to use the App. End Users represent and warrant that they are at least the age of 13, and the End User will obtain the written consent from the parent or guardian of the End User who is not the age of majority in the Province of Alberta. End User agrees to supply the signed consents to VictoryLab. It is End User’s responsibility to provide the signed consent and provide it to VictoryLab before using the App and Service, for any End User who is not the age of majority in the Province of Alberta.

PROPRIETARY RIGHTS & PRIVACY

  1. App Data. The information, materials and data entered or input into the Licensed Software by or on behalf of End Users (we refer to this as “App Data”) (including Intellectual Property Rights) is owned by VictoryLab, subject to these terms and any agreement between VictoryLab and the Licensed Organization. End Users grant permission for VictoryLab to collect, and store the App Data for the purposes of providing the App and Services, and as permitted under these terms, any agreement between VictoryLab and the Licensed Organization, and the Privacy Policy. End Users agree to the ownership of the data by VictoryLab, and the stated uses of this data by VictoryLab.

  2. Counselling Session Data. VictoryLab does not claim ownership over the texts, communications and other information collected by VictoryLab’s service providers (we refer to this as “Counselling Session Data”) during any counselling which may be provided to End Users as part of the Services by means of the chat/voice/user interface features on the App. End Users grant permission for VictoryLab (and VictoryLab’s service providers) to collect, store and display the Counselling Session Data for the purposes of providing the App and Services, and as permitted under these terms, any agreement between VictoryLab and the Licensed Organization, and the Privacy Policy.

  3. Privacy. End User acknowledges and agrees that App Data may contain personal information protected by Applicable Laws, and, in connection therewith:

    1. VictoryLab agrees to adhere to all Applicable Laws with respect to the collection, use or disclosure of such personal information as it is contained in App Data and Counselling Session Data;

    2. The terms and conditions of VictoryLab’s privacy policy are set out in full at victorylab.com (the “Privacy Policy”) and are incorporated by reference into these terms. End User authorizes the collection, use and disclosure of the personal information collected by VictoryLab for the Purpose and as otherwise permitted these terms, any agreement between VictoryLab and the Licensed Organization, and the Privacy Policy;

    3. End User acknowledges and agrees that the App will utilize, in whole or in part, third-party hosts, public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of Canada, and therefore subject to the laws of those jurisdictions.

  4. VERIFICATION, AGGREGATED DATA & PRODUCT IMPROVEMENT

    1. Verification. VictoryLab has the right to monitor usage and verify compliance with these Terms of Service, and End User agrees to provide VictoryLab with information as may be reasonably requested from time to time regarding usage for product improvement and other compliance requirements.

    2. Aggregated Data. VictoryLab may collect, aggregate and anonymize the App Data for the purpose of purpose of statistical analysis, data analytics, research, product improvement, benchmarking, and for other business purposes, subject to the following:

      1. All aggregated data will be stripped of identifiers (such as specific users, locations, corporate or business names or serial numbers) that would identify specifics about individual users;

      2. Aggregated data will not be traceable back to any specific users; and

      3. VictoryLab shall have rights hereunder to use or dispose of such anonymized and aggregated data at its discretion whether during or after the term of this Agreement.

    3. FEES

  1. Fees. The Licensed Organization is responsible for the payment of fees for the use of the App and Services.

  2. Other Payments or Expenses. End User will be responsible for the payment of any applicable fees or costs for its mobile devices, telecommunications access charges related to the license and use of the App and Services

    1. SUPPORT SERVICES

1. Support. Licensed Organization will provide the first level of technical support for End Users. If required, VictoryLab may provide technical support on the terms of the VictoryLab Support Policy, depending on the support package paid for by the Licensed Organization.

    1. RESTRICTIONS

  1. Restrictions. End User shall not, and shall not authorize any third party to.

    1. make unauthorized copies of App;

    2. modify, decompile, disassemble, translate into another computer language, create derivative works, access the source code, hack, decrypt, rename files, or otherwise reverse engineer the App;

    3. incorporate any portion of the App into any products which will be sold, licensed or transferred to a third party;

    4. use the App in connection with a computer based service business for others, or display the visual output of App for others;

    5. distribute, sell, lease, transfer, assign, trade, rent, lease or lend the App or publish, license, sublicense or cross-license the App or any part thereof and/ or copies thereof to others;

    6. use the App or any part thereof in violation of any law or regulation, or for any purpose other than as expressly permitted in these Terms of Service;

    7. distribute screen shots, or disclose to a third party the results of any benchmark test of the App without approval by VictoryLab;

    8. permit any person to use or access the App or Services, other than authorized users who are specifically authorized by VictoryLab; or

    9. copy, misuse or duplicate the layout and design of the App, or the underlying code and database structures.

    1. LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTY

1. DISCLAIMER OF WARRANTIES. THE APP AND SERVICE IS PROVIDED TO END USER “AS IS” AND ANY EXERCISE OF RIGHTS WITH RESPECT TO OR THE USE OF THE APP AND SERVICE BY END USER IS AT END USER’S OWN RISK. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE APP AND SERVICES IS ASSUMED BY END USER AND END USER AGREES TO IMPLEMENT AND ADOPT REASONABLE MEASURES TO ASSESS, EXAMINE AND CONFIRM RESULTS PRIOR TO USE.

 

VICTORYLAB HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT. VICTORYLAB SHALL HAVE NO LIABILITY FOR, AND THE END USER HEREBY RELEASES VICTORYLAB FROM ANY CLAIMS RELATED TO EXTERNAL SERVICES.

* THE APP AND SERVICES PROVIDE CERTAIN METHODS OF RECORDING AND TRACKING DATA AND PROVIDE ACCESS TO COUNSELLING, BUT IS NOT A SUBSTITUTE OR REPLACEMENT FOR THE ADVICE OF MEDICAL PROFESSIONALS *

 

  1. ACKNOWLEDGEMENT OF RISK. VictoryLab is not responsible for External Services, third-party software or hardware vendors, third-party service providers, other users or participants, or for mobile devices. VictoryLab makes no representations or warranties with respect to

such third-party software or hardware vendors, third-party service providers, participants, or mobile devices. VictoryLab disclaims all liability in connection with any External Services, third-party software or hardware vendors, third-party service providers, other users or participants, or mobile devices. VictoryLab disclaims all liability in connection with failures or limitations in telecommunications services, cellular networks, satellite services or the internet. VictoryLab cannot warrant that the App or Services will be compatible with all mobile devices or with all third-party software or platforms.

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL VICTORYLAB BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, OR ECONOMIC LOSS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH THE USE OF THE APP AND SERVICES BY END USERS, OR IN CONNECTION WITH THESE TERMS, EVEN IF END USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VICTORYLAB’S LIABILITY IN CONNECTION WITH THE APP AND SERVICE OR THESE TERMS OF SERVICE EXCEED THE AMOUNT OF FIFTY DOLLARS CANADIAN (CDN$50) IN THE AGGREGATE.

  1. TERM & TERMINATION

    1. Term. These Terms of Service will start on the Effective Date and will continue until terminated under these Terms of Service (the “Term”).

    2. Termination by End User. End User may terminate these Terms of Service without cause at any time by ceasing use of the App and Services.

    3. Termination or Suspension by VictoryLab. VictoryLab shall have the right to suspend access to the Services in the event of any delay in payment of fees. VictoryLab shall have the right to terminate these Terms of Service and suspend the End User’s account (a) immediately and without notice if End User is in breach of any material term of these Terms of Service or any other agreement with VictoryLab; (b) immediately without notice if the agreement with the Licensed Organization is terminated; or (c) without cause on 30 days notice to the Licensed Organization or to the End User. In some circumstances, the Licensed Organization may suspend or terminate access to an End User, depending on the relationship between the Licensed Organization and the End User (for example, if the End User has violated some other rule or policy set by the Licensed Organization).

    4. Effect of Termination. Such termination shall be in addition to and not in lieu of any legal remedies otherwise available to the terminating party. Upon termination or expiry of these Terms of Service, End User will cease all use of App and Services.

  2. GENERAL TERMS

    1. Pilot Testing & Feedback – End User acknowledges and agrees that certain versions of the App may be released on a beta or trial version for pilot purposes, and for the purposes of evaluation. These versions may contain bugs, defects and errors. In using these versions, the End User may provide VictoryLab with comments, suggestions, ideas and impressions of the App, its functionality or its design, including but not limited to test results, operating results, information on the use of the App, and any errors, bugs or issues, and any other feedback related to the use of the Licensed Software (referred to as “Feedback”). End User acknowledges and agrees that, by disclosing such Feedback to VictoryLab, it will be deemed to have assigned this Feedback to VictoryLab and waived any moral rights in or to same.  VictoryLab shall own all right, title and interest in the Feedback, including but not limited to all Intellectual Property Rights therein.

    2. Mobile Devices – The App and Service requires access through mobile devices. VictoryLab does not supply mobile devices as part of its service offering and it is the End User’s responsibility to get its own mobile devices.

    3. Assignment—This agreement, and any rights and licenses granted hereunder (including the License) shall not be assigned by End User without the prior written approval of VictoryLab but may be assigned without End User’s consent by VictoryLab to (i) an affiliate, (ii) an acquirer of all or substantially all of its assets, (iii) a successor by merger or amalgamation. Any purported assignment in violation of this section shall be void.

    4. Entire Agreement—This agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between End User and VictoryLab. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this agreement.

    5. Non-Waiver—None of the provisions of these terms shall be deemed to have been waived by any act or acquiescence on the part of VictoryLab, and such waiver may only be effected by an instrument in writing signed by an authorized officer of VictoryLab. No waiver of any provision of this agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.

    6. Notices—Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this agreement must be in writing.

    7. Jurisdiction and Governing Law– This agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.

    8. Severability— If any of the provisions of this agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire agreement but rather the entire agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as to be limited and enforced to the fullest extent possible.

    9. Survival. All terms which require performance by the parties after the expiry or termination of these Terms of Service, will remain in force despite these Terms of Service's expiry or termination for any reason. The following terms shall survive termination: 8.0 and 9.4

    10. Language. It is the express will of the parties that these Terms of Service and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

    11. Changes. On release of any update or upgrade to the App or Services, VictoryLab reserves the right to modify these Terms of Service and to impose new or additional terms or conditions on End User’s use of the App or Services. The then-current terms (including any modifications and additional terms and conditions if applicable) will be presented to the End User and will be effective immediately upon End User’s acceptance of the terms and continued use of the App or Services.

    12. Electronic Acceptance. These Terms of Service may be agreed to by electronic acceptance.

    13. Media Consent. End User consents that certain personal information (image in photo or video, and first name) may be shared publicly by VictoryLab in certain public displays and presentations in the following ways to promote the App and the services of VictoryLab:

      1. appearance in a team photo or video, or engaged in team sport game or practice;

      2. appearance in an interview or testimonial;social media (such as (but not limited to) website, Facebook, Twitter, LinkedIn, Instagram, YouTube) if the End User is approached to provide a testimonial;

      3. print and electronic publications that provide information about initiatives by VictoryLab.

 

End User hereby gives express consent to the use of the personal information for these specific purposes, and will only revoke such consent upon providing written notice to VictoryLab Inc.

 

  1. Additional Terms Applicable to Android Device Users. Without limiting the generality of the foregoing, End User’s use of the App with any Android® device is subject to usage rules established by Google Inc., including those terms set forth at http://www.google.com/mobile/android/market-tos.html, the applicable provisions of which are incorporated herein by this reference.

  2. Additional Terms Applicable to iOS Device Users

    1. Acknowledgement. End User’s use of the App is subject to the Usage Rules set forth in the App Store Terms and Conditions published by Apple Inc. ("Apple") and use of the App is limited to use with iOS device that the user owns or controls.

    2. Scope of License. End User acknowledges that this license is concluded between VictoryLab and the user only, and not with Apple. Apple is not responsible for the App.

    3. Maintenance & Support. End User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

    4. Warranty. In the event of any failure of the App to conform to any applicable warranty, the End User may notify Apple, and Apple may refund the purchase price for the App to End User in accordance with its policies. End User acknowledges that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be as between user and VictoryLab.

    5. Product Claims. End User acknowledges that Apple is not responsible for addressing any claims by End User or any third party relating to the App or user’s possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

    6. IP Rights. End User acknowledges that, in the event of any third party claim that the App or user’s possession and use of that App infringes that third party’s intellectual property rights, VictoryLab (not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

    7. Legal Compliance. The End User hereby represents and warrants that (i) user is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) user is not listed on any U.S. Government list of prohibited or restricted parties.

    8. Third Party Beneficiary. End User acknowledges and agrees that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms and Conditions, and that, upon user’s acceptance of these terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against End User as a third party beneficiary hereof.

    9. Push Notification. VictoryLab hereby notifies user that the App may use push notifications, and user hereby consents to receive such notifications. Any denial or withdrawal of consent may reduce or limit the App's functionality. Apple is not responsible for the transmission and use of any push notifications.

    10. Location Data. VictoryLab hereby notifies End User that the App must collect and transmit location data to permit certain location- based services and functionality; user hereby consents to the collection, transmission and use of your location data by the App strictly for purposes of these location-based services and functionality. Any denial or withdrawal of consent may reduce or limit the App's functionality. Apple is not responsible for the collection, transmission and use of any location data.

 

 

[Date Oct-25-20*18]

End of Terms