Last Updated: January 1, 2021
Terms Of Service
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE PANTHEON APPLICATION OR THE MOMENT APPLICATION.
These Terms of Service (the “Terms”) govern your access to and use of an Active Group app (an “App”), including the Pantheon App or the Moment App, our website (the “Site”), email notifications, and other services ( together, the "Services") as described on the website www.pnthn.com .
By creating an account on the App or otherwise accessing and using the App you acknowledge that you have read and understood and agree to comply with the terms and conditions below and are entering into a binding contract with Active Group, Inc. (“Pantheon”), whether on your own behalf or on behalf of your employer or another legal entity (collectively “you” or “your”). If you are entering into these Terms on behalf of your employer or other legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to these Terms.
**If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the App.**You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1. Using the Pantheon App.
The App enables you to record your wellness activities, complete challenges, and earn rewards. Additionally, the App allows you to view the activity of others, including coworkers and friends.
Subject to your compliance with these Terms, the Company grants you, and you accept, a worldwide, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the App during the Term (defined below).
2. Your Data and Marks.
In using the App, you may choose to provide, post, or make accessible to Pantheon data or information about you or any third party (collectively “Data”). Pantheon may collect and store such Data in connection with your use of the Data. As between you and Pantheon,you retain exclusive ownership of the Data, and you hereby provide Pantheon with a non-exclusive, non-transferable license to use, upload, display, copy and store the Data in connection with providing the App to you.
Additionally, you hereby grant Pantheon the right to use, reproduce, publish, perform and display, at its sole discretion, your name and likeness, trademarks, service marks, trade name, and/or logo (“Your Marks“) on the App and in Pantheon’s marketing materials, solely in connection with use of the App. You retain all title in and to Your Marks.
Pantheon shall maintain generally accepted industry safeguards to protect the security and confidentiality of your Data. We will maintain any personally identifiable information that we collect and/or receive in connection with the Service in accordance with our Privacy Policy (defined below).
You represent and warrant that (i) you own or have obtained the right to all intellectual property rights subsisting in the Data and Your Marks, and have the right to provide Pantheon the license granted herein to the Data and Your Marks; and (ii) the Data and Your Marks do not infringe or violate any patents, copyrights, trademarks or other intellectual property rights, or misappropriate the trade secret, or violate the privacy rights of any third party. You acknowledge and agree that you remain solely responsible and liable for the Data and Your Marks. You may download your Data and Your Marks at any time during the Term, or as otherwise set forth herein, provided you comply with these Terms and Pantheon’s security requirements.
3 Subscription
Pantheon offers certain features of the Services which you can purchase as a monthly or yearly subscription (“Subscription”). A description of features associated with Subscriptions is available via the Services or on the Site
Subscriptions Automatically Renew Until You Cancel.
Subscriptions are charged at the beginning of the subscription and renews automatically for an additional subscription term until you cancel it. You must cancel your Subscription before it renews to avoid fees for the next Subscription periods.If you purchase your Subscription on the Site, you can cancel at any time by contacting us by email at admin@pnthn.com. If you purchase your Subscription via an app provider platform or store (including the Apple App Store and Google Play) where the App is made available (each, an “App Provider”), you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
4. Restrictions on Use of the App.
Pantheon reserves the right to make changes to the App, to stop providing the App to you or to users generally, and to create limits on use of the App at Pantheon’s sole discretion, at any time, and without giving you prior notice.Pantheon additionally reserves the right to remove or refuse to distribute any Data on the Services and to suspend or terminate users, without liability to you.
In order to use the App, you have to create an account (“Account“). You acknowledge and agree (i) that the login details for each user may only be used by that user, and that multiple people may not share the same login details; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that you keep, all Account login details and passwords secure at all times; (iv) that, as between you and Pantheon, you remain solely responsible and liable for the activity that occurs in connection with your Account, and (v) to promptly notify Pantheon in writing if you become aware of any unauthorized access or use of the Account or the App. You may cancel your Account at any time by contacting Pantheon.
You may not:(i) circumvent, disable orotherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any content or that enforce limitations on use of the App; (ii) allow any third party to use the App; (iii) use the App to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the App to any third party, including, but not limited to your affiliates, or use the App in any service bureau arrangement; (v) reverse engineer, decompile or disassemble the App or any components thereof, except to the extent such acts are required to be permitted by applicable law; (vi) use any robot, spider, scraper, or other automated means to access the App for any purpose; (vii) take any action that imposes or may impose (at Pantheon’s sole discretion) an unreasonable or disproportionately large load on the Pantheon infrastructure; (viii) interfere or attempt to interfere with the integrity or proper working of the App, or any related activities; (ix) modify, translate, patch, alter, change or create any derivative works of the App, or any part thereof; (x) disclose your Account (defined below) user names or passwords to any third party; (xi) remove, deface, obscure, or alter Pantheon’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the App, or use or display logos of the App differing from Pantheon’s own without Pantheon’s prior written approval; and/or (xii) use the App in any unlawful manner or in breach of these Terms.
5. Title.
Title and full, exclusive ownership rights of the App (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage thereof, and Pantheon’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Pantheon (or its third party licensors).
6. Term.
These Terms shall become effective on the date that you commence access to or use of the App. The Terms shall terminate on the date in which you cancel your Account, or Pantheon, in its sole discretion, cancels your Account.
7. Termination.
You may terminate these Terms at any time by cancelling your account. We may suspend or terminate these Terms at anytime upon written notice to you.
8. Effect of Termination.
Upon termination of these Terms, you will lose all access to the App and to any Data that we may be storing in connection thereto on your behalf. It is your responsibility to download your Data prior to canceling your Account or termination of these Terms. We reserve the right to permanently delete from our (or our third party service provider’s) servers any Data that may be contained in your Account at any time. We do not accept any liability for any deactivation of the App or Data that is deleted in connection thereto.
This Section 9, and Sections 2, 3, 4, 8, 9, 10, 11, and 15 shall survive termination of these Terms.
9. Warranty Disclaimer.
The App is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the App to achieve your intended results. PANTHEON HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PANTHEON DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. PANTHEON DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT YOU OBTAIN THROUGH THE APP. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
10. Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PANTHEON SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE APP, EVEN IF PANTHEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PANTHEON FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE APP EXCEED ONE HUNDRED DOLLARS.
11. Indemnification.
You agree to defend, indemnify and hold harmless Pantheon and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from (i) your use of the App and/or (ii) your breach of these Terms.
12. Privacy Policy and App Terms of Service.
You acknowledge and agree that your (i) use of the App, including, without limitation, Data and other information transmitted to or stored by Pantheon, is governed by the Pantheon privacy policy at www.pnthn.com/privacy (“Privacy Policy”).
13. Compliance with laws.
Each party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the App nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. Assignment.
These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Pantheon without restriction.
15. General.
These Terms, the App and the Privacy Policy represent the complete agreement concerning the App between You and Pantheon and supersede all prior agreements and representations related to the subject matter hereof. These Terms, the App and the Privacy Policy shall be governed by the laws of the State of Texas, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the state and federal courts located in El Paso County, Texas, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goodsand the Uniform Computer Information Transaction Actare excluded from these Terms. All proceedings shall be conducted in English. Notwithstanding the foregoing, Pantheon reserves the right to seek injunctive relief against you to enforce these Terms in any venue and court of competent jurisdiction. Section headings are provided for convenience only and have no substantive effect on construction. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
16. Modifications.
Pantheon reserves the right to modify these Terms at any time by publishing revised Terms. The revised Terms shall become effective within ten (10) days of publication thereof.