TERMS OF SERVICE
Last Updated: May 22, 2019
Please read these Terms of Service (the “Agreement”) carefully.
This Agreement is between you (“You” or “User” or “Your”) and Colgate-Palmolive Company (“Company” or “we” or “us”) concerning your use of (including any access to) the wearable device (the “Device”) and the Wearables Clinical Trials App (the “App”) from which you are accessing this Agreement (the Device and the App, together with any websites, materials and services available therein, and successor site(s) thereto, are the “Service”).
The purpose of the Device and the App is to collect and analyze data on dog behavior (collected through the Device) in order to gain a better understanding of canine health. No reimbursement beyond that which is provided for at the beginning a clinical study under a separate agreement will be provided to owners for use of the Service and/or information about their dog’s behavior.
THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND.
Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Service. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your use of the Service following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Service (including access to the Service via any third-party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users.
Limited License to Use Services. Subject to User’s compliance with the terms and conditions of these Terms of Service, Company hereby grants to User a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for the User’s own personal purposes. Except for the licenses and rights expressly granted under these Terms of Service, no licenses or rights are granted by Company to User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved to Company.
License Restrictions. User shall not (i) copy or modify the Device or the App for any purpose; (ii) reverse-engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Device or the App; (iii) distribute, disclose, market, rent, lease, lend or otherwise transfer the Device, Service or the App to any other person or entity; or (iv) use the Service to, or permit, enable or assist a third party to, create products or services that compete with the Service, any Device or App.
Intellectual Property Rights. Company retains all intellectual property rights in and to the Device, the App and the Service, and all related documentation (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including, but not limited to, any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically granted to User in these Terms of Service, User hereby assigns to Company all other intellectual property rights it may now or hereafter possess in or to the Device, the Service or the App and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Devices, the Service or the App and any related documentation delivered to User by Company and all whole or partial copies thereof.
Jurisdictional Issues. The Service is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct. In connection with the Service, you must not:
Post, transmit or otherwise make available through or in connection with the Service any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Service for any commercial purpose or for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Service.
Interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service, or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Service.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein, without Company’s express prior written consent.
Remove any copyright, trademark or other proprietary rights notice from the Service.
Frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, without Company’s express prior written consent.
Systematically download and store Service content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content, or reproduce or circumvent the navigational structure or presentation of the Service, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Service’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Service for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Service.
Ability to Contract; Legal Age. The Service is offered and available to Users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age and otherwise capable of forming a binding contract with Company and meet all of the foregoing eligibility requirements. If you are under the age of 18 or the legal age to form a binding contract, you represent and warrant that your parent or legal guardian has read and agreed with the Terms of Service on your behalf, and agreed as your parent or legal guardian to be fully responsible for your compliance with these Terms of Service. If you do not meet all of these requirements, you must not access or use the Service, Site, Devices or the Apps. In the Terms of Service, “you”, “user” or “your” means any person or entity using the Service, Site, Devices or the App, provided that if such person is under the age of 18 or other legal age to form a binding contract, “you” and “your” also includes such person’s parent or legal guardian.
Third Party Materials; Links. Certain Service functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Service and any Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the Service and any Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”) and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the Service, we do not guarantee that the Service is or will remain updated, complete, correct or secure, or that access to the Service will be uninterrupted. The Service may include inaccuracies, errors and materials that violate or conflict with this Agreement.
Limitation of Liability. To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of submissions (including unauthorized interception by third parties of any submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Service or from any Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Service or any Third Party Materials is to stop using the Service; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of (a) the total amount, if any, paid by you to Company to use the Service; and (b) ten U.S. Dollars ($10). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.
Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in Sections 2, 11, 12, 13 and 14 are an essential element of these Terms of Service between the parties and the parties would not have entered into these Terms of Service without such disclaimers and limitations.
Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Service; and (b) any violation or alleged violation of this Agreement by you.
Notification of Unauthorized Use. User shall promptly notify Company in writing upon its discovery of any unauthorized use or infringement of the Service, the Device, the Apps, or the related documentation, or Company's intellectual property rights with respect thereto. Company shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party and, in the event that Company brings such an action or proceeding, User shall cooperate and provide full information and assistance to Company and its counsel in connection with any such action or proceeding.
Termination. User’s access to the Service shall begin on the date User registers for the Service or accesses the Service and shall continue until terminated under the provisions of this Section 18.Company may terminate or suspend your use of the Service at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Service will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2, 13, 14, 16, 19, 20, 21, 23 and 24 shall survive any expiration or termination of this Agreement.
Governing Law; Jurisdiction. These Terms of Service are governed by the laws of the State of New York, without regard to its choice of law provisions. Subject to Section 20 below, the courts of general jurisdiction located within the Borough of Manhattan, New York City, New York State, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms Service or in which these Terms of Service are a material fact.
Dispute Resolution. SOLELY WITH RESPECT TO USERS IN THE U.S., AND EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COLGATE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. EXCEPT AS PROVIDED BELOW REGARDING THE CLASS ACTION WAIVER, SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by these Terms of Service. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf . The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms of Service and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Service, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Service will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Waiver of Jury Trials and Class Actions. FOR INDIVIDUALS IN THE U.S., BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND COMPANY ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND COMPANY BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF SERVICE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND COMPANY BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
Information or Complaints. If you have a question or complaint regarding the Service, please send an e-mail to Support@wearablesclinicaltrials.com. "You may also contact us by visiting https://www.colgatepalmolive.com/en-us/contact-us." California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Export Compliance. The Service, the Device and the App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to use the Device, the App or access the Service without prior written permission from Company once granted by the appropriate jurisdiction. The rights and obligations of User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. User shall certify that it shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws and regulations in effect from time to time. User shall indemnify and hold harmless Company from and against any and all losses, claims and expenses incurred by Company as a result of the breach of User's obligations under this Section.
Miscellaneous. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links) or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Service © 2019 Colgate-Palmolive Company unless otherwise noted. All rights reserved.