League Inc. Terms and Conditions
Effective starting: November 1, 2019
League, Inc. and its affiliates including League Corp. (“League”, “We”, “Us”, “Our”) provide a League Application that enables you, employee or contractor (“You”, “Your”,) of a business (the “Employer”) which purchase the League Services (defined below) to connect with their employee health benefits and offers a holistic healthcare experience. The League Application may be used to access various components of League’s service offering.
PLEASE TAKE THE TIME TO READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION AFFECTING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES. THIS INCLUDES, AMONG OTHER IMPORTANT PROVISIONS, VARIOUS LIMITATIONS ON YOUR RIGHTS, TERMS REGARDING THE USE OF PERSONAL INFORMATION, LIMITATION ON THE LIABILITY OF LEAGUE, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, LEAGUE RESERVES THE RIGHT TO MODIFY, UPDATE AND CHANGE, AT ANY TIME, IN ITS SOLE AND ABSOLUTE DISCRETION: (I) THIS AGREEMENT; (II) ADDITIONAL DOCUMENTS; (III) LEAGUE SERVICES; AND/OR (IV) LEAGUE APPLICATIONS. YOUR CONTINUED USAGE OF THIS SITE OR THE LEAGUE APPLICATION WILL MEAN YOU ACCEPT AND CONSENT TO ANY CHANGES, UPDATES AND MODIFICATIONS. IF ANY MODIFIED TERMS OR CONDITIONS ARE DEEMED INVALID, VOID OR FOR ANY REASON UNENFORCEABLE, SUCH TERMS SHALL BE SEVERABLE AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY OTHER TERMS AND CONDITIONS
“Agreement” means this League Member & Rewards Terms and Conditions.
“Cap” has the meaning set out in Section C, Clause 3.
“Credits” means Your ability to redeem the Points you earn in exchange for non-monetary credits which You can use to purchase products and/or services on the League Marketplace.
“Content” has the meaning set out in Section D, Clause 1(vii).
“General Content” has the meaning set out in Section B, Clause 4.
“HBX” means League’s Health Benefits Experience program as referred under Section C, Clause 3.
“Health Concierge” means one of the features on League Applications, enabling You with access to a Concierge Provider through the League Application, chat, phone and/or an email to ask questions relating to Your general health and wellness concerns.
“Home Feed” has the meaning set out in Section C, Clause 3(i).
“Health Journey” has the meaning set out in Section C, Clause 3(ii).
“Health Profile” has the meaning set out in Section C, Clause 3(iii).
“Intellectual Property Rights” has the meaning set out in Section B, Clause 5.
“League Application” means League’s digital platform accessed by qualified Users through League’s online portal on its website or League’s mobile application, made available through an app store, such as the ‘Apple App Store’ or ‘Google PLAY Store’.
“League Digital Wallet” means a section within the League Application which highlights your health benefits allowances and coverage as well as any payment cards added by You.
“League Marketplace” means a virtual marketplace on the League Applications, enabling You to purchase health and wellness related products and/or services from Service Providers.
“League Services” means the various features in the League Application, except for specific products and/or services provided by 3rd party vendors or Service Providers in the League Marketplace.
“League Team” means League, its affiliates, its and its employees and subcontractors.
“Payment Processor” means a third-party provider that League may use to link Your credit card account to League Applications, for purposes such as processing payments made by You on the League Marketplace to purchase products and/or services provided by 3rd party vendors or a Service Provider.
“Points” means virtual points which You earn by virtue of participating or completing certain qualifying tasks within the League Applications as part of the Rewards Program.
“Qualifying Activity” has the meaning set out in Section C, Clause 7(ii).
“Rewards Program” means Your participation in qualifying programs within the League Applications which enable You to collect Points.
“Rewards Program Cancellation” has the meaning defined in Section C, Clause 7(viii).
“Rewards Program Termination” has the meaning defined in Section C, Clause 7(viii).
“Service Provider” means third-party vendors that offer products and/or services.
“Service Provider Agreements” means third-party vendor terms and conditions which You are subject to in order to use their products and/or services.
“Users” means anyone who has access or the ability to have access to use and/or uses the League Services and League Application.
B. LEAGUE MEMBER TERMS & CONDITIONS
1. USERS’ RESPONSIBILITIES.
Your access and continued use of League Applications is subject to You agreeing to and undertaking certain responsibilities. You hereby agree to the following:
i) COMPLIANCE WITH THIS AGREEMENT AND LAWS. You must at all times comply with the terms of this Agreement, including the Additional Documents in order for You to use League Services and League Applications. You will comply with all applicable federal, state, provincial and local laws, regulations and rules when using League Services and League Applications.
ii) TRANSPARENCY AND HONESTY. You agree that any and all information You provide to League is truthful and accurate. Inaccurate information will affect Your experience when using the League Services and League Application. You may also be asked to provide authorization or additional information when You use the League Services and the League Application in order to verify the information or Content (defined below) You submit. You further agree to promptly notify League if You discover or reasonably suspect You have provided any false or incorrect information.
iii) ADDITIONAL PAYMENTS. You will pay for any data, voice or internet charges and other separate or outside charges that You may incur through the use of the League Services and the League Application, and that You will not seek refunds, credits or reimbursements from League.
iv) YOUR CONDUCT. You are solely responsible for Your conduct and interactions on the League Services and the League Application with League Team and/or Service Providers, whether online or offline. League reserves the right, but has no obligation, to monitor or become involved in disputes between You and other Users or Service Providers.
v) AGE. You covenant that You are at least eighteen (18) years of age. You acknowledge that League Services and League Application are only intended for Users who are least eighteen (18) years old.
vi) LEAGUE POLICIES. If You violate any of the rules outlined in the Additional Documents or any terms of the Agreement, League may take any action it deems appropriate, including suspending or terminating Your account or Your ability to use the League Services and the League Application. You acknowledge and understand that investigation and enforcement of any suspected, reported or discovered violations are within League’s sole discretion, including the decision to take any action against You, other Users or Service Providers. League has the sole discretion to suspend, disable, remove, restrict, modify or delete Your access to Your account, the League Services and the League Application on a temporary or permanent basis without notice or liability to You. You acknowledge and understand that any gross, severe or repeated violations of the League Additional Documents can result in criminal prosecution, and League may report and release information concerning such violating activities to the appropriate authorities.
vii) YOUR CONTENT. You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, sound recordings, works of authorship, applications, links and other content or materials, including intellectual property, that You submit, post, share, use, provide, transmit, or display on or through the use of the League Services and League Application (“Content”). You will ensure You have received all necessary rights and licenses to any Content You display, provide or share to League, Health Concierge, other Users and Service Providers, or that You generally make accessible through the use of the League Services and the League Application. You are solely responsible for Your Content, including any confidential information contained therein and enforcement of any Intellectual Property Rights You claim to such Content. Thus, You agree to provide Content at Your own risk. League will not be responsible or liable to You for the use or sharing of Your Content by other Users and Service Providers that You share or make generally available within the League Service and the League Application, including any Content that is shared outside to third parties and social media.
viii) Your Account. You are responsible for Your own account passwords, information, etc. The League Services and the League Application has several tools that allow You to record and store information and You are personally responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to Your League passwords or accounts. It is Your sole responsibility to control the dissemination and use of sign-in name, screen name, and passwords, to authorize, monitor, and control access to and use of Your League account and password, and to promptly inform League if You believe Your account or password has been compromised or if there is any other reason You need to deactivate a password. To send us an email, use the “Contact Us” links located at the bottom of every page of our site. You grant Us and all other persons or entities involved in the operation of the League Services and the League Application the right to transmit, monitor, retrieve, store, and use Your information in connection with the operation of the League Service and the League Application. League cannot and does not assume any responsibility or liability for any information You submit, or Your or third parties’ use or misuse of information transmitted or received using the League Services and the League Application.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, LEAGUE SHALL NOT UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR ANYTHING HEREUNDER:
League, the League Services, and the League Application are not a substitute for professional medical diagnosis or treatment and therefore any reliance on information provided by League or its Service Providers is done solely at Your own risk and You accept any and all consequences arising from Your reliance or misuse of such information. You should always seek the advice of Your primary care physician or other qualified provider of medical advice with any questions You have with respect to a medical condition. League does not intend to interfere with Your primary care physicians’ or other qualified health provider’s medical or related advice and You should never disregard or delay seeking professional medical advice because of something You read or is communicated to You on the League Application, through the League Services or by League.
ii) WARRANTIES. League Services, League Application, Health Concierge, Rewards Program, Health Profile, Health Assessment, general content and all other information, content, materials, products (including software) and other services included on or otherwise made available to You through League Services and/or League Application are provided by League on an ‘as is’ and ‘as available’ basis, unless otherwise specified in writing. League makes no representations, conditions or warranties of any kind, express or implied, as to the operation of League Services or League Application, Service Providers, general content or any other information, content, materials, products (including software) or other services included on or otherwise made available to You through the League Services or League Application, including any background or qualifications of Health Concierge. You expressly agree that Your use of League Services, League Application and products and/or services provided by Service Providers in the League Marketplace is at your sole risk. To the fullest extent permissible by law, League disclaims all warranties or conditions, express or implied, including, but not limited to, implied warranties of merchantability, quality, durability, fitness for a particular purpose, title and non-infringement. League does not warrant that the League Services, League Application, Service Providers’ products and/or services in the League Marketplace, general content, and all other information, content, materials, products (including software) or other services included on or otherwise made available to You through the League Services, League Application, League’s servers or electronic communications sent from League are free of viruses or other harmful components.
iii) SERVICE PROVIDERS. You acknowledge that Your interactions, communications, use and receipt of any services offered by Service Providers are at Your own risk. League makes no warranties, conditions or representations on behalf of Service Providers. We make no guarantees or assurances that Service Providers possess and/or will continue to possess the necessary licenses, training, certifications, educational background or insurance required to perform the services that a Service Provider offers, advertises or provides. Service Providers are third parties and not agents, employees, personnel or representatives of League. League has no liability for the actions of Service Providers and their respective directors, agents, contractors, employees or personnel. League makes no representations, conditions or warranties whatsoever as to the nature of the relationship, whether doctor-patient or otherwise, established between You and any Service Providers. You acknowledge that You may enter into separate Service Provider Agreements in connection with, or as a condition to, Your receipt of the Service Provider’s services. Under no circumstances will League be a party or third-party beneficiary to any Service Provider Agreements, and any terms in a Service Provider Agreement that purport to impose obligations upon League that are beyond the scope or are in addition to League’s responsibilities in this Agreement will be void and invalid. You will comply with the terms of any Service Provider Agreements. League will have no liability for any breach of a Service Provider Agreement by You or a Service Provider and will have no obligation to indemnify or otherwise provide any support or assistance for any claims that result from or arise in connection with a Service Provider Agreement. If You book Your services with a Service Provider directly (outside of League Services or League Application) or if You make purchases directly from the Service Provider without using League Services or League Application, then League will not be responsible for any payment transactions between You and the Service Provider, including handling any payments that are owed to the Service Provider or for collecting any payments from You on such Service Provider’s behalf. League has no liability to You or Service Providers for any cancelled, rescheduled or otherwise unfulfilled appointments, and any cancellation fees, penalties, refunds, damages or injury resulting therefrom.
iv) NO ENDORSEMENT. League does not in any way endorse any particular Service Providers, individuals, entities, products, services or devices that are listed, marketed, advertised, reviewed or otherwise made accessible through the League Application, including without limitation on the League Marketplace. Any recommendations or referrals provided through Health Concierge are provided for informational purposes only and are not endorsements.
v) SUITABILITY. League does not guarantee or make any representations, conditions and warranties, whether express or implied, with respect to any products and/or services accessible or made available through League Services and League Application. Not all services that are available through the League Application will be appropriate for You, and therefore League makes no claims about the efficacy of any particular product and/or service or Service Provider, or of any information provided through Health Concierge.
vi) MISCELLANEOUS. You agree that League is not responsible or liable for Your conduct on the League Application, including any harm or damage to You that arises or occurs from other Users, Health Concierge, League Team or Service Providers. League has no obligation to furnish any maintenance and support for League Services or League Application, unless required by applicable law.
You represent and warrant to Us that, to the extent You enter information for a third person, You are legally authorized to do so on behalf of such third person, and such third person has validly consented to Your inputting of, and Your review of such information of such third person on the League Application.
4) GENERAL CONTENT ON LEAGUE APPLICATION.
By using League Services and League Application, You can provide, share, receive and exchange information, content and materials with League Team, Service Providers, Health Concierge and potentially with other Users within the League Application. If You receive any information, content or materials from other Users, League Team, Service Provider or through the Health Concierge, You agree You will not share or disclose such materials unless permitted by the party that provided it. You may be permitted to share certain content or materials that are generally accessible and made available to all Users and/or Service Providers through the League Application, which may include posts, submissions, contributions, articles, images, photos or other content provided by League, Health Concierge, Service Providers and Users (“General Content”). You may be permitted to share certain General Content outside of the League Application, including uploading onto third party sites, such as social media. You are solely responsible for providing any source attributions, credits or obtaining necessary permissions to share or display such General Content outside of the League Application, if applicable.
(i) You hereby grant to League a worldwide, non-exclusive, transferrable, sub licensable, royalty free, fully paid up right and license to use, copy, distribute, display, publicly perform, modify and create derivative works of any Content (the “License”). The License excludes any Content that You share using League Services through Health Concierge, to Service Providers or to Users in closed communications, which are not otherwise viewable or accessible within the League Application. You represent, warrant, and covenant and can demonstrate to League’s full satisfaction upon request that You (a) own or otherwise have the right to grant the License or that the Content is in the public domain worldwide, (b) any Content You submit, post, use, share, provide, transmit, or display on or through the League Application does not violate, misappropriate or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential information and/or other intellectual property rights (“Intellectual Property Rights”), (c) agree to pay for all royalties, fees, remuneration, and any other monies due or payable arising from any use of the Content through the League Application or League Services, or the exercise of the License by League, (d) have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated by this Agreement, and (e) have the legal right and capacity to grant the License to League. You agree to waive any moral rights worldwide You may have in the Content that You submit using League Services or League Applications.
(ii) League grants to You during the Agreement term a limited, non-exclusive, non-transferrable, revocable license to access and use the League Application and League Services solely in accordance with the terms of this Agreement. This license grant and terms of the Agreement will govern any update or upgrade provided by League that replaces and/or supplements the original application, website or other technology of the League Services or League Application, unless such update or upgrade is accompanied with an update or amendment to the terms of this Agreement. Your continued use of League Services or League Application after League notifies You of the amendment will be deemed as Your acceptance of the updated terms. You will not rent, lease, lend, sell, transfer redistribute, or sublicense the League Services or League Application. You agree to not copy, decompile, disassemble, attempt to derive the source code of, or otherwise reverse engineer or attempt to reverse engineer, modify, or create derivative works of the League Services or League Application, or any part thereof. You will comply with any additional rules that League may enforce from time to time.
6) INTELLECTUAL PROPERTY.
As between You and League, League owns and retains all rights, title and interest in and to League Services and League Application, and all Intellectual Property Rights thereof. Except for the limited license grant provided to You in Section B(5)(ii) of this Agreement, nothing in this Agreement shall be deemed as a transfer, implied or otherwise, of any of League’s Intellectual Property Rights to You. You will not remove, alter or conceal any copyright, trademark, service mark or any proprietary rights notices incorporated in or accompanying materials provided by League, League Services or the League Application and You agree not to use, copy, distribute, display, perform including perform in public, transmit, communicate to the public including making available to the public, broadcast publish, modify or create derivative works of the materials, except in connection with using League Services or League Application, or otherwise permitted by League regarding Your use of General Content.
7) NO THIRD-PARTY BENEFICIARY.
This Agreement is between You and League only and no other parties, including the Service Providers. You agree there are no third-party beneficiaries under this Agreement.
8) NO SPECIAL RELATIONSHIP OR FIDUCIARY DUTY.
You acknowledge that League has no special relationship with or fiduciary duty to You. You also acknowledge that League has no control over, and no duty to take any action on other Users, Health Concierge or Service Providers. League has no obligation to You regarding which Users gain access to League Services and League Application. You agree that League is not liable to You for any effect or harm that General Content, information and materials You access and use through League Application has on You. You agree to use such materials and any information contained at Your own risk.
You shall defend League against any claims and You will indemnify and hold League and its affiliates, its and its successors, assigns and their respective directors, officers, shareholders, employees and agents, harmless from and against all losses, costs, damages, expenses and liabilities (including reasonable legal fees and court costs) which may be suffered or incurred by League and its affiliates arising out of or related to all claims, suits, proceedings or demands relating to: (i) Your use of League Services or League Application; (ii) Your Content; (iii) Your use and/or receipt of services from a Service Provider; (iv) Your breach or non-compliance with the League Additional Documents or this Agreement; and (v) Your breach of a Service Provider Agreement.
10) LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LEAGUE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF LEAGUE SERVICES, LEAGUE APPLICATION, SERVICE PROVIDERS, GENERAL CONTENT, OR ANY OTHER INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH LEAGUE SERVICES AND LEAGUE APPLICATION, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, CIVIL LIABILITY OR OTHERWISE), EVEN IF LEAGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LEAGUE ARISING FROM OR RELATED TO THIS AGREEMENT, LEAGUE SERVICES OR LEAGUE APPLICATIONS, OR THE USE THEREOF EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU FOR THAT PORTION OF THE LEAGUE SERVICES OR LEAGUE APPLICATION THAT GAVE RISE TO THE CLAIM, OR (II) $40.00.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE LEAGUE APPLICATION OR LEAGUE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.
SOME JURISDICTIONS DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES. IN THOSE JURISDICTIONS, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AND LEAGUE BOTH ACKNOWLEDGE AND AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION BOTH YOU AND LEAGUE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
12) NOTICES AND ELECTRONIC COMMUNICATION.
When You use League Services or League Application, or send emails, text messages, and other communications from Your desktop, mobile or other device(s) to League, You may be communicating with League electronically. You consent to receive communications from League electronically, such as e-mails, texts, mobile push notices, or notices and messages on or through League Services or League Applications, including Your inbox in Your account, and You can retain copies of these communications for Your records. You agree that all agreements, amendments, notices, disclosures, and other communications that League provides to You electronically satisfy any legal requirement that such communications be in writing.
13) TERRITORIAL RESTRICTIONS.
You represent and warrant that (i) You are 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) You are not listed on any U.S. Government list of prohibited or restricted parties. League Services and League Application are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject League to any registration requirement within such jurisdiction or country. League reserves the right to limit the availability of League Services or League Application, or any information, materials, content or feature thereof, to any person, geographic area or jurisdiction, at any time and in League’s sole discretion.
14) WAIVER AND RELEASE.
BY HAVING ACCESS TO LEAGUE APPLICATION, AND USING THE LEAGUE SERVICES, REWARDS PROGRAM, AND LEAGUE MARKETPLACE, YOU AGREE:
i) TO BE BOUND BY THIS AGREEMENT, ANY ADDITIONAL DOCUMENTS, AND ALL APPLICABLE LAWS AND DECISIONS OF LEAGUE, WHICH SHALL BE BINDING AND FINAL; AND
ii) SAVE FOR ANY MANDATORY STATUTORY RIGHTS THAT MAY NOT BE DISCLAIMED, TO FOREVER AND IRREVOCABLY RELEASE AND HOLD HARMLESS THE LEAGUE AND THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, CAUSES OF ACTION, PROCEEDINGS, DEMANDS, FINES, PENALTIES, LIABILITY COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, OUTSIDE ATTORNEYS’ OR LEGAL FEES) THAT MAY ARISE IN CONNECTION WITH: (a) THE LEAGUE APPLICATION, LEAGUE SERVICES, LEAGUE MARKETPLACE, OR THE REWARDS PROGRAM, ANY HEALTH CHALLENGE, OR ANY ACTIVITIES IN CONNECTION WITH THE REWARDS PROGRAM, OR ANY POINTS/CREDITS, INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE REWARDS PROGRAM OR OTHER ACTIVITY, (b) TYPOGRAPHICAL, PRINTING, AND OTHER ERRORS IN THESE PROGRAM RULES OR ANY ASPECT OF LEAGUE SERVICES OR LEAGUE MARKETPLACE, (c) ANY CHANGE IN ANY POINTS/CREDITS OR DISTRIBUTION OF POINTS/CREDITS (OR ANY COMPONENTS THEREOF) DUE TO UNAVAILABILITY, OR DUE TO REASONS BEYOND LEAGUE’S CONTROL, (d) ANY INTERRUPTIONS IN OR POSTPONEMENT, CANCELLATION, OR MODIFICATION OF THE REWARDS PROGRAM OR ANY HEALTH CHALLENGE, (e) HUMAN ERROR, (f) INCORRECT OR INACCURATE TRANSCRIPTION, RECEIPT OR TRANSMISSION OF ANY ENTRY, (g) ANY TECHNICAL MALFUNCTIONS OR UNAVAILABILITY OF THE WEBSITE OR ANY TELEPHONE NETWORK, COMPUTER SYSTEM, COMPUTER ONLINE SYSTEM, COMPUTER TIMING AND/OR DATING MECHANISM, COMPUTER EQUIPMENT, SOFTWARE, OR INTERNET SERVICE PROVIDER, OR MAIL SERVICE UTILIZED BY LEAGUE, ANY OF THE RELEASED PARTIES, OR BY YOU, (h) INTERRUPTION OR INABILITY TO ACCESS LEAGUE’S WEBSITE, THE LEAGUE MARKETPLACE OR ANY ONLINE SERVICE VIA THE INTERNET DUE TO HARDWARE OR SOFTWARE COMPATIBILITY PROBLEMS, (i) ANY LOST/DELAYED DATA TRANSMISSIONS, OMISSIONS, INTERRUPTIONS, DEFECTS, AND/OR ANY OTHER ERRORS OR MALFUNCTIONS, (j) ANY LATE, LOST, STOLEN, MUTILATED, MISDIRECTED, ILLEGIBLE, DELAYED, GARBLED, CORRUPTED, DESTROYED, INCOMPLETE, UNDELIVERABLE OR DAMAGED REWARDS PROGRAM SUBMISSIONS, (k) LOST, LATE, STOLEN, INCORRECT, MISDIRECTED, DAMAGED OR DESTROYED POINTS, CREDITS OR OTHER REWARDS (OR ANY ELEMENT THEREOF), OR (l) THE NEGLIGENCE OR WILLFUL MISCONDUCT BY YOU OR OF ANY THIRD PARTY, INCLUDING SUPPLIERS AND SERVICE PROVIDERS YOU RECEIVE PRODUCTS OR SERVICES THROUGH USING THE LEAGUE MARKETPLACE.
15) CAUTION AND WARNING.
ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY COMPONENT OF THE LEAGUE APPLICATION, LEAGUE SERVICES, REWARDS PROGRAM, LEAGUE MARKETPLACE OR THE LEAGUE WEBSITE MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, OR IN THE EVENT A USER FAILS TO FOLLOW ANY TERMS OF THE REWARDS PROGRAM RULES OR MAKES ANY MISREPRESENTATIONS IN CONNECTION WITH THE ABOVE, LEAGUE RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES TO THE FULLEST EXTENT PERMITTED BY LAW.
League reserves the right to revoke, cancel or suspend Your participation in the League Application, League Services, Rewards Program or League Marketplace, or take any other action at its discretion, at any time with immediate effect and without written notice or liability to any Users if League believes a User has: (a) violated the terms and conditions of this Agreement and its Additional Documents; (b) acted in a manner inconsistent with applicable laws; (c) engaged in any misconduct or wrongdoing in connection with the League Application, League Services, Rewards Program, or League Marketplace; (d) engaged in abusive, fraudulent, inappropriate, or hostile conduct in connection with the League Application, League Services, Rewards Program, League Marketplace, or to the League Team, or any other User; or (e) if League’s provision of the Rewards Program and/or any associated benefits (including but not limited to Points and Credits) is determined by League to violate any applicable law to which League is subject.
To the fullest extent permissible by law, You and League agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. To the fullest extent permissible by law, any arbitration under this Agreement will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, You and League are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.
C. ADDITIONAL TERMS & CONDITIONS FOR LEAGUE APPLICATION COMPONENTS
1) SUBMISSION OF CLAIMS.
2) HEALTH CONCIERGE.
In using the League Application, You may have access to various Health Concierge services. Health Concierge enables You to ask general health and wellness related questions in areas such as, but not limited to: a) mental wellness; b) basic healthcare; and c) nutrition. You agree not to use the Health Concierge outside of the jurisdiction of Your permanent residence. League or Service Providers, when providing the Health Concierge services, shall assist You in finding evidence-based resources that equip You with credible information, such as finding health professionals or services in Your area for Your health and wellness needs. You agree that Health Concierge: (i) is not a service that can make diagnoses; (ii) is not a substitute for your primary care provider; (iii) does not prescribe medications nor does it provide referrals to physician specialists and is utilized at Your own risk; and (iv) should not be treated as a substitute for medical consultation, diagnosis, treatment or advice. Any information given to You as part of the Health Concierge services are only recommendations, which You should confirm and discuss with Your primary care provider. You hereby agree that League and its affiliates are not liable for any damages, injuries, or negative results or consequences relating to recommendations provided through League’s Health Concierge services.
In using League Application, You may have access to HBX, which aims to provide You with a personalized and a holistic health care experience specific to Your health conditions. HBX shall include, but is not limited to the following Components:
ii) HEALTH JOURNEY. A personalised view representing current and upcoming activities that You have undertaken or You are encouraged to undertake in order to improve Your health in connection with Your personal health information maintained by Us.
iii) HEALTH PROFILE. Health Profile enables You to keep track of Your progress with regards to Your Health Journey and may contain, as a component of the Health Profile, a health assessment. Health Profile provides You with a score achieved by You as a result of Your activities and omissions with respect to Your Health Journey and any League Health Assessment completed by You from time to time.
4) BOOKING APPOINTMENTS AND CANCELATIONS.
You may use the League Marketplace to browse, purchase, and book products and services fulfilled by 3rd party vendors or Service Providers. Marketplace offerings including a range of health and wellness related products and services curated by League and its 3rd party partners. Products are fulfilled and services are delivered by 3rd parties and are therefore not the sole responsibility of League.
You understand that League does not manufacture, provide, store, or inspect any of the items or services sold through our Marketplace. We provide the venue only; the items and services in Our Marketplaces are produced, listed, and sold directly by independent sellers and Service Providers, so League does not make any warranties, implied or expressed about their quality, safety, or their legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item or service. You release League from any claims related to items sold through the League Services and League Application, including for defective items, misrepresentations by sellers, or items that caused physical injury including but not limited to product liability claims.
League reserves the right to deny and cancel orders anytime after placement, for any reason, at Our sole discretion. You will be notified by email, to the email address given during checkout of the decision made by League or the applicable service or product provider to cancel Your order. Should Your order be cancelled, We will not be obligated to fulfill/ship Your order. After cancellation has taken place, We will return all monies collected by Us, back to the original payment method used during checkout.
League does not support the comments or opinions of reviewers and assumes no responsibility or liability for any content posted by You or any third party. League reviews are moderated for appropriateness. You may post reviews and comments so long as the content does not violate the Agreement and the Additional Documents. We reserve the right (but not the obligation) to remove or edit reviews, and regularly review posted content. If You do post a review, You grant Us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Us and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that You own or otherwise control all of the rights to the content that You post; that the content is accurate; that use of the content You supply does not violate any law, this Agreement, Additional Documents and will not cause injury to any person or entity; and that You will indemnify Us for all claims resulting from content You supply. We reserve the right not to post any review at Our sole discretion.
6) PAYMENT PROCESSING.
7) REWARDS PROGRAM.
By being a qualified User of the League Application, You may have the opportunity to participate in the Rewards Program. The Rewards Program provides You, through a variety of means, with an opportunity to earn virtual Points. Once earned, Your Points may be converted into Credits. The Rewards Program is subject to and is governed by the terms and conditions of this Agreement and its Additional Documents, and Your ongoing compliance to Users’ Responsibilities set forth herein. You agree that Your participation in the Rewards Program is purely voluntary and You may choose to participate or stop participating at any time. League retains the right to terminate and/or disable Your access to the Rewards Program at any time for any given reason
i) RULES. Earning Points and redeeming Credit is conditional upon the following:
• You must be a valid League User to participate. You must be an individual person with only one League account to be eligible for the Rewards Program. You will not earn Points, Credits, or otherwise participate in the Rewards Program with duplicate or multiple League accounts. You must not work with any other person, company, association, or group to direct, encourage, or allow individuals to use a single League account for the purpose of accumulating Points or Credits. In the event You terminate Your League account or are otherwise not in good standing with League, You may no longer participate in the Rewards Program, access Your League Digital Wallet, collect Points, use Your accumulated Points, or use any Credits.
• League may in its sole discretion put a cap on the number of participants in the Rewards Program. Even if You are eligible, Your participation in the Rewards Program, or any component thereof, is not guaranteed.
• Participation in the Rewards Program is based on trust. Where dishonesty or fraud (which includes exaggeration) is reasonably suspected or discovered, any or all of the following actions may be taken: (a) Points may not be awarded and/or may be removed; (b) Points that have been converted to Credits may be removed; (c) We may require You to return or pay out of pocket for any purchases made using Credits earned as a result of any dishonest or fraudulent actions; (d) You may be temporarily or permanently banned from participating in the Rewards Program; (e) We may take any other action consistent with Our legal rights.
ii) EARNING POINTS. You may have the opportunity to earn a designated number of Points in a variety of ways, for example achieving certain goals, completing certain challenges (such as Health Programs), or participating in a certain activity, all of which may be limited by number, size, time, or other limiting factor (each a “Qualifying Activity”). For each Qualifying Activity completed, You will receive a specified number of Points as solely determined by League. League may in its sole and absolute discretion: (i) put a start and end date on any Qualifying Activity; (ii) amend the end date (or eligibility thereof) of any Qualifying Activity; (iii) amend the number of Points awarded per Qualifying Activity; (iv) amend the number of Points awarded per Qualifying Activity at any time; and (v) set a maximum amount of Points (“Cap”) that may be earned for Qualifying Activity. Points are earned within the Rewards Program, and You will not be able to purchase Points with cash or credit card.
iii) REDEEMING POINTS FOR CREDITS. Each Qualifying Activity will specify the redemption value of Your Points. At League’s discretion, We may amend the redemption value of the Points for an existing Health Challenge, Qualifying Activity or for Points earned in the future. The redemption value for Points earned up to the date of the change will not change. When You are ready to redeem Your Points, You must do so through Your League account. Points may be redeemed as Credits only. Upon redemption, Credits will be placed in Your League Digital Wallet. When You redeem Points, the appropriate number of Points will be automatically deducted from Your account balance. Once those Points are deducted, they will not be returned and will be considered used and deleted from the total Point balance.
iv) USING CREDITS. Credits from redeemed Points are placed in Your League Digital Wallet and can be used for services or products available in the League Marketplace at the time You use Your Credits. You will only be able to use Credits to purchase the then-offered services and products in the League Marketplace. League makes no guarantees as to the continued availability of any particular service or product in the League Marketplace. Use of Your Credits may be subject to additional terms and conditions imposed by the participating supplier or Service Provider in the League Marketplace. Use of the Credits for particular products, merchandise, or services are subject to availability, which may be changed by the supplier or service provider with or without notice based on their terms and conditions. Credits may not be combined with other manufacturer or retailer coupons, discounts, or rebates for the same service or product.
v) LIMITATIONS OF YOUR POINTS AND CREDITS.
• NO CASH VALUE. Points and Credits have no cash value, are non-negotiable, non-refundable and cannot be redeemed either in whole or in part for cash. There is no cash value for Points or Credits, and You have no property rights or other legal interests in Points or Credits. Points and Credits have no monetary value and cannot be used or redeemed outside of the League Marketplace;
• NOT TRANSFERRABLE. Points and Credits are for Your benefit only and may not be transferred to another person for any reason, including divorce or inheritance. Points and Credits may not be brokered, bartered, attached, pledged, gifted, sold or transferred with or without consideration;
• NOT TO BE USED WITH OTHER PROMOTIONS/DISCOUNTS. Points and Credits may not be combined with any other offers, discounts, or promotions, or transferred to any other type of program offering or rewards;
Any receipt or use of Points or Credits in violation of these Rewards Program rules in this Agreement will be null and void and may result in the loss of existing or accumulated Points or Credits, regardless if such Points or Credits were earned in compliance with the Rewards Program Rules.
vi) EXPIRATION OF POINTS. Your unused Points balance and unused Credit balance will remain in Your League account so long as You remain an active User. You will no longer be considered an active User if: (i) You do not purchase goods or services from the League Marketplace for a period of 24 months; (ii) You are a User as part of health benefit program with Your employer, Your employer ceases the health benefit program through League, and 12 months have expired since the health benefit program ceased; or (iii) Your League account is cancelled or terminated by You or League. When You are no longer an active User, You will forfeit all Points and Credits that may be remaining in Your League account and or in Your League Digital Wallet. Once Points and Credits have been forfeited, they will not be reinstated.
vii) ERRORS/CORRECTIONS/REVERSALS. Points and Credits, as reflected in League records, shall be deemed correct and League reserves the right to correct or modify the Point or Credit amount at any time based on League records. If You believe Your League account does not reflect the actual number of Points or Credits earned, You may notify League. League may in its sole and absolute discretion, but is not obligated to, investigate the Point or Credit balance. If Your League account does not reflect the correct amount of Points or Credits that You should have been awarded as solely determined by League, League may adjust Your Points or Credit balance. LEAGUE RESERVES THE RIGHT TO CORRECT, MODIFY, REVERSE OR CAUSE TO BE REVERSED ANY POINTS OR CREDITS THAT ARE MISTAKENLY OR IMPROPERLY AWARDED TO YOU AT ANY TIME AND WITHOUT NOTICE TO YOU.
viii) TERMINATION/CANCELLATION. To the fullest extent permitted by applicable law, League reserves the right, in its sole and absolute discretion, without notice and at any time, to terminate or cancel the Rewards Program, in whole or in part, or a Your participation in the Rewards Program, with or without cause.
ix) REWARDS PROGRAM PARTICIPATION. By participating in the Rewards Program or any related promotion or incentive, You are agreeing fully and unconditionally to be bound by the terms and conditions of this Agreement and the Rewards Program rules. You agree that League has the sole discretion to make decisions, updates, modifications and other actions it deems appropriate in all matters related to the Rewards Program. Information about the Rewards Program from sources other than League may not be accurate and League shall not be responsible to You for any representations, warranties or other information about the Rewards Program made available by a third party and not provided in this Agreement or its Additional Documents. League expressly notes that some personal health improvement programs, which may be included as part of the Health Programs are not appropriate for individuals who have certain medical or other health conditions or restrictions. Your voluntary participation in the Rewards Program is solely at Your own risk. You are strictly responsible for seeking medical advice from a physician prior to participating in the Rewards Program. You hereby agree and understand that You may not be aware of a medical condition from which You suffer, and therefore You will not participate in the Rewards Program prior to seeking the advice of a physician. The Health Challenges, or other features and League Services provided in the League Application are in no way intended to be or treated as a substitute for medical consultation, diagnosis, treatment or advice. You agree that League is not liable for any damages, injuries, or negative results You may sustain from Your participation in the Rewards Program. League disclaims any and all liability from and in connection with Your participation in the Rewards Program.
League and released parties are not responsible for any injury or damage, whether to You or to any other person or to any property, related to or resulting from Your participation in the Rewards Program, in any Health Challenge, and/or the acceptance or use of any Points or Credits. By participating in any Health Challenge or the Rewards Program, or the use of any Points or Credits, You expressly assume all liability and responsibility for Your participation and agree that participation is solely at Your own risk.
x) Rewards Program Changes. We reserve the right to restrict, suspend or otherwise change any aspect of the Rewards Program. We may modify all or one or more parts of these Terms and Conditions at any time, including but not limited to the following elements:
• The eligibility conditions for participating in the Rewards Program,
• The manner in which You or other Users participate in the Rewards Program,
• The manner and rate at which Points are earned,
• The manner and rate at which Points are converted into Credits, and
• The manner and rate at which Credits are redeemed.
In the event this Agreement, or any aspect of the Rewards Program, is restricted, suspended or changed, We will provide You advance notice by posting the amended Agreement online at https://league.com/member-terms-conditions/, and by sending You notice using your email or mailing address. Your continued participation in the Rewards Program following such notice will constitute your consent to any amendments to these Terms and Conditions, or any other aspect of the Program. In the event that the amendment entails an increase in Your obligations or a reduction in Our obligations and You do not agree to such amendment, You may close your Account or cancel Your participation in the Rewards Program without cost or penalty.