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Terms of Service

Last Updated: March 26, 2022

OVERVIEW

StepChange INC. (together with our affiliates, “StepChange”, “we”, “our” or “us”) offers a platform and related products, services, content and features through mobile device applications, including iOS and Android applications (each, an “App,” and collectively the “Apps”), and may also in the future operate a website (the “StepChange Site”) and social media pages (including Facebook, Instagram, Twitter, LinkedIn, YouTube and others). 

 

To make these Terms a small bit easier to read, the Apps, together with any StepChange Site and any StepChange-controlled social media pages, are collectively called “the Services.”  By downloading, visiting, browsing, or using the Services in any way, users (“user,”  “you” or “your”) accept and agree to be bound by these Terms of Service (“Terms”), which form a binding agreement between you and StepChange.  If you do not wish to be bound by these Terms, you may not access or use the Services.   

 

CHANGES TO THESE TERMS AND THE SERVICES

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately on the date that they are posted to the StepChange Site and/or otherwise made available through the Services, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.  

Because we are always evolving the Services we may change or discontinue all or any part of the Services, at any time and without notice to you, in our sole discretion.

EARLY ACCESS SERVICES

IMPORTANT!  You are participating in our Early Access User Group using a “beta” version of the Services (the “Early Access Services”).  StepChange may discontinue Early Access Services at any time and will have no liability whatsoever arising from the Early Access Services.  You acknowledge and agree that Early Access Services are provided to you without warranty of any kind and on an “AS IS” and “AS AVAILABLE” basis.  You therefore use the Services and Content at your own risk.  The final release of the Services may contain more or fewer features than the Early Access Services.  We and our developer partners reserve rights to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Early Access Services, or to decide not to launch an Early Access Service.  Early Access Services may not be suitable for production use and may contain errors adversely affecting proper operation and functionality. The Terms, subject to this paragraph, shall apply to your use of the Early Access Services.

WHO MAY USE THE SERVICES

We may, in our sole discretion, refuse to offer the Services to any person or entity at any time.  You are solely responsible for ensuring that you comply with all laws, rules and regulations applicable to you in connection with your use of the Services.  Users’ rights to access and use the Services are revoked where these Terms or use of the Services is prohibited or conflicts with any applicable law, rule or regulation.

You must be at least 18 years old or the age of legal majority in your jurisdiction of residence, to download, register with and/or use the Services.  Under no circumstances may any user solicit or submit to StepChange or the Services any personal information from children under the age of 13.  The Services are not intended to be used by children under the age of 13.

 

LICENSE TO USE THE SERVICES

Subject to your compliance with these Terms, StepChange grants you a limited, non-transferable, non-exclusive, revocable license to access and use the Services for your own personal, non-commercial purposes.  This license includes the right to view Content (defined below) available on the Services.  This license is personal to you and may not be assigned or sublicensed to anyone else.

ACCOUNT AND REGISTRATION

Account Creation.  To enjoy full access to the Services, you must download the App and create an account.  All information that you provide to StepChange and to any third parties in connection with your use of the Services must be accurate and complete, including your name, address, credit, debit or charge card numbers and expiration dates, and any other payment information.

Account Updates.  You must notify us if any of your account information changes.  If you fail to keep your account information up to date, we may suspend or terminate your account in our discretion.

Profile Information and Picture.  You may not use someone else’s name, or any name, location, other public profile information, or image in a manner that violates that party’s rights, is against the law, or that is offensive, obscene, or otherwise objectionable in StepChange’s sole discretion. By using photos with the Services, you represent and warrant to StepChange that you have taken the photos yourself, you own all copyright, intellectual property rights and other rights to the photos, or that you have received the express written permission from the all relevant rights holder(s). If other persons appear in the photos, you represent and warrant that you have received express permission from all such persons to take their photo and to publish the photo in the Services in accordance with these Terms.  DO NOT PROVIDE ANY PHOTOS THAT CONTAIN THE IMAGE OF ANY MINORS UNDER 18 YEARS OLD.

Account Security.  You are responsible for all activity that occurs under your account, including any activity by unauthorized users.  You may not allow others to use your account.  You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the Services.  If you become aware of unauthorized access to your account, change your password and notify us immediately at contact@stepchange.earth.

Account Deletion.  You may delete your account by contacting us using the contact information provided below.

NO SUBSCRIPTION FEES; PAYMENTS TO THIRD PARTIES

StepChange does not charge you any subscription or other fees for use of the Services.

In connection with your download and use of the Services, you do agree to pay all applicable fee(s), taxes and other charges owed by you to third parties for products and services made available to you through use of the Services.  You may be asked to provide a payment method (such as a credit, charge or debit card number) in order to activate your account, along with other payment information, to one of our third party payment processor(s).  You authorize our payment processor to charge your payment method for any charges for products or services you purchase in connection with use of the Services.

TERM AND TERMINATION; ACCOUNT DELETION

Term.  These Terms begin on the date you first use the Services and continue as long as you have an account with us and/or continue to use the Services.

Termination and Content Removal.  StepChange may, in StepChange’s sole discretion, suspend, disable, or delete your account (or any part thereof), terminate your account, or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if StepChange determines that you have violated these Terms or that your conduct or User Content would tend to damage StepChange’s reputation or goodwill.  If StepChange deletes your account or terminates your account, you may not re-register for or use the Services under any other user name or profile without the express written consent of StepChange.  StepChange may block your access to the Services to prevent re-⁠registration.

Effect of Termination / Account Deletion.  Upon termination of these Terms all licenses granted by StepChange will terminate.  In the event of account deletion for any reason, User Content may no longer be available and StepChange is not responsible for the deletion or loss of such User Content. 

 

USER CONTENT

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any content that users (including you) provide to be made available through the Services.  Content includes, without limitation, User Content.  Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content.  You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations.  You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.  To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the Services.

As between you and StepChange, you represent that you own (or have all rights necessary to grant StepChange the rights below to) all User Content that you submit to the Services, and that StepChange will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content.  You grant StepChange a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable, royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you.  In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content.  You further grant all users of the Services permission to view your User Content for their personal, non-commercial purposes.

FEEDBACK AND SUGGESTIONS

Any communication or other material that you send to us, such as any questions, comments, feedback, suggestions, testimonials, or the like, is and will be deemed to be non-confidential and we shall have no obligation of any kind with respect to such information. We shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, operating, developing, and improving the Services. As further described herein, you are solely responsible for all information you send to us, including, without limitation, its accuracy, truthfulness and non-infringement of any other party’s legal rights.

RIGHTS AND TERMS FOR APPS

Rights in Apps.  Subject to your compliance with these Terms, StepChange grants to you a limited, non-exclusive, non-transferable, revocable license to download and install a copy of any Apps offered by StepChange on a mobile device that you own or control and to run a copy of the App(s) solely for your own personal, non-commercial purposes.  You may not make copies of any App without StepChange’s prior written consent.  Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on Apps; (ii) distribute, transfer, sublicense, lease, lend or rent Apps to any third party; (iii) reverse engineer, decompile or disassemble Apps; (iv) make the functionality of Apps available to multiple users through any means; or (v) otherwise sublicense Apps to any third parties in any manner.  StepChange reserves all rights in and to its Apps not expressly granted to you under these Terms.

Accessing Apps from the Apple App Store.  The following terms apply to any App accessed through or downloaded from the App Store made available by Apple Inc. (“Apple”) where the Apps may now or in the future be made available.  You and StepChange acknowledge and agree that with respect to any App made available in Apple’s App Store:

  • These Terms are between you and StepChange, and not with Apple, and StepChange (not Apple), is solely responsible for the App and the Content therein.

  • Apple has no obligation to furnish any maintenance and support services with respect to the App.

  • In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.  Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of StepChange.

  • StepChange (and not Apple) is responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:  (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation, including (if applicable) in connection with an App’s use of Apple’s HealthKit and HomeKit frameworks.

  • In the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, StepChange (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

  • Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

You represent and warrant to StepChange and to Apple 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; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.

You must also comply with all applicable third-party terms of agreement when using any Apps, for example, the terms of service of StepChange’s hosting provider.

GENERAL PROHIBITIONS AND USER CONTENT STANDARDS

You agree not to do any of the following:

  • Reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services, or any part thereof, unless expressly permitted in writing by an authorized representative of StepChange;

  • Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; (vii) exploits minors or (viii) promotes illegal or harmful activities or substances;

  • Download and/or install any third-party software and/or application on any StepChange hardware that is not expressly permitted by StepChange in writing;

  • Use, display, mirror or frame the Services or any individual element within the Services, StepChange’s name, any StepChange trademark, logo or other proprietary information, without StepChange’s express written consent; nor alter, modify and/or remove any copyright or other proprietary notice associated with the Services;

  • Access, tamper with, or use non-public areas of the Services, StepChange’s computer systems, or the technical delivery systems of StepChange’s providers;

  • Attempt to probe, scan or test the vulnerability of any StepChange system or network or breach any security or authentication measures;

  • Attempt to access, scrape or search the Services or Content or download Content from the Services, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by StepChange or other generally available third-party web browsers;

  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by StepChange;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

  • Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without StepChange’s express written consent;

  • Impersonate or misrepresent your affiliation with any person or entity;

  • Violate any applicable law or regulation; or

  • Encourage or enable any other individual to do any of the foregoing.

We reserve the right, but are not obligated, to remove or disable access to the Services and/or any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, determine that a user has violated these Terms.  We have the right to investigate violations of these Terms or conduct that affects the Services.  We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless StepChange and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to (i) your access to, or use or misuse of, the Services and/or Content, (ii) any User Content submitted by or on behalf of you, including with respect to any violation of any intellectual property or other right of any third party or (iii) your breach of these Terms.

THIRD-PARTY LINKS

There may be links on the Services that let you leave the particular Services you are accessing in order to access a linked site that is operated by a third party.  StepChange neither controls nor endorses these sites, nor has StepChange reviewed or approved the content that appears on them.  StepChange is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third-party sites.  You acknowledge and agree that StepChange is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third-party sites.

NO WARRANTIES

StepChange reserves the right to modify the Services, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Services, at any time, in its sole discretion.  You are responsible for providing your own access (e.g., computer, smart phone, mobile device, Internet connection, virtual or augmented reality headset, etc.) to the Services.  StepChange has the right but not the obligation to screen or monitor any Content and StepChange does not guarantee that any Content available on the Services is suitable for all users or that it will continue to be available for any length of time.

StepChange provides the Services and all Content on an “AS IS” and “AS AVAILABLE” basis.  You therefore use the Services and Content at your own risk.  Other than as expressly provided in writing by StepChange in these Terms or otherwise, to the extent permitted by law, StepChange expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law.  Without limiting the foregoing, StepChange makes no representations or warranties:

  • That the Services are or will be permitted in your jurisdiction;

  • That the Services will be uninterrupted or error-⁠free;

  • Concerning any Content, including User Content;

  • That the Services will meet your personal or professional needs;

  • That StepChange will continue to support any particular feature of the Services; or

  • Concerning sites and resources linked to, or integrated with, the Services.

LIMITATION OF LIABILITY

In the event of any problem with the Services and/or any Content, you agree that your sole remedy is to cease using the Services and Content. In no event shall StepChange or its subsidiaries, affiliates, directors, officers, employees or any party involved in creating or producing the Services and/or Content be liable to you for any amount exceeding $100, or for any special, indirect, incidental, consequential, punitive or exemplary damages, or any other damages whatsoever, resulting from the use of the Services (or with the delay or inability to use the Services) or any Content or otherwise arising out of using the Services and Content, whether under a theory of breach of contract, tort, strict liability, negligence, or otherwise, even if such party has been advised of the possibility of such damages.  If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or similar damages, the above limitation does not apply to you.  To the extent that one or any aspect of StepChange’s limitations set out above does not apply, all remaining aspects survive.  The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between StepChange and you.

SAFETY WARNINGS

THE SERVICES OFFER LIFESTYLE AND SUSTAINABILITY INFORMATION AND ARE DESIGNED FOR EDUCATIONAL AND PERSONAL USE ONLY.  YOU SHOULD NOT RELY ON THE SERVICES NOR ANY INFORMATION OR CONTENT THEREIN AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.  IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL.  DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR OTHERWISE LEARNED THROUGH USE OF THE SERVICES.  THE USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. 

INTELLECTUAL PROPERTY

The Services, its software, features and functionality, and all of StepChange’s Content, including but not limited to all information, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by StepChange or its licensors, as the case may be, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. As between you and StepChange, StepChange owns a copyright in the selection, coordination, arrangement and enhancement of all Content in the Services.  Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the Services, including use of any such Content on any other website or networked computer environment, is strictly prohibited.

The StepChange name, logos and affiliated properties, designs and marks are the exclusive property of StepChange, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service.  Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or other intellectual property without our express prior written consent.

Any other trademarks appearing on the Services are trademarks of StepChange or their respective owners.  Our partners or service providers may also have additional proprietary rights in certain Content that they make available through the Services.  All rights not expressly granted in these Terms are reserved by StepChange.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of the State of Delaware, United States of America, without regard to principles of conflicts of law.  The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES

Headings are for convenience only and shall not be used to construe these Terms.  If any portion of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that portion will be enforced to the maximum extent permissible and otherwise severed from these Terms.  No failure or delay by StepChange in exercising any right hereunder will waive any further exercise of that right.  The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of StepChange.  Step Change’s rights and remedies hereunder are cumulative and not exclusive.

SUCCESSORS; ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES

These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.  You may not assign or transfer these Terms without StepChange’s prior written consent.  StepChange may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.  The Services are offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

NOTICES

You consent to electronic delivery for all notices, agreements, disclosures, or other information from StepChange.  StepChange may communicate with you by email or by posting notices to you through the Services.  For support-related inquiries, you may email contact@stepchange.earth.  For all other notices to StepChange, write to the following address: StepChange, INC., 70 Pacific Street, Cambridge, MA 02139.

Nothing in these Terms or otherwise limits StepChange’s right to object to subpoenas, claims, or other demands.

ENTIRE AGREEMENT; MODIFICATION

These Terms represent the entire understanding between StepChange and you regarding the Services and/or Content and supersede all prior agreements and understandings regarding the same. These Terms cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms.

If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the other provisions of these Terms will remain in full force and effect. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors and permitted assigns.  We and you are not partners, joint venturers, agents, employees or representatives of the other party.

FORCE MAJEURE

Neither you nor StepChange shall be liable for any failure or delay in performance under these Terms for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God,” acts of government, flood, fire, civil unrest, acts of terror, pandemics and epidemics, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility.

NOTICE TO INTERNATIONAL USERS

The Services are operated from the United States and international users of the Services agree to be subject to applicable laws in the United States as set forth in the GOVERNING LAW AND JURISDICTION section above.  Please note that other countries may have laws and regulatory requirements that differ from those in the United States, and if you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws

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