Terms and Conditions

Last updated: January 23, 2024

Please read these terms and conditions carefully before using Our Service.

Acknowledgment

Onca, Inc. a California corporation (together with its parents, subsidiaries and affiliates, “Onca”, “CDConnect”, “we”, “us” or “our”) provides online services, including, but not limited to the CDConnect website (“cdconnect.net” or the “Website”), and mobile applications (the “Applications”), hosted by or on behalf of Onca, Inc. (collectively, the “CDConnect Services”) intended to aggregate the data collection of wearable devices offered by third party companies. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ONCA, INC. AND GOVERNS YOUR USE OF THE CDCONNECT SERVICES. Subject to your acceptance of and adherence to these Terms and Conditions (the “Terms and Conditions”), Onca, Inc. hereby grants you a limited, non-exclusive license to utilize the CDConnect Services as set forth herein. The terms “you” and “user” shall refer to all individuals and entities that access the CDConnect Services for data collection by you using the CDConnect Service. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

Your access to and use of the CDConnect Services is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service. You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service. Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Modifications to the Terms and Conditions

We may make changes to the Terms and Conditions from time to time. A link to the most current Terms and Conditions will be available on the CDConnect home page and we will indicate the date of the “Latest Update” at the top of the Terms and Conditions. We may also place a special notice on the CDConnect Services or communicate significant changes by email. Your continued use of the CDConnect Services following the posting of such changes constitutes your acceptance of the Amended Terms and Conditions.

Requirements for Use of the CDConnect Services

The CDConnect Services are available for individuals aged 18 years or older. Full use of the CDConnect Services requires compatible electronic monitoring products, Internet access, and certain software; may require periodic updates; and may be affected by the performance of these factors. The CDConnect Services is not a guaranteed part of any third party product or service offering, and no purchase or obtaining of any third party product or service shall be construed to represent or guarantee you access to the CDConnect Services. Please see the section entitled “Precautions” below for recommended precautions related to your use of the CDConnect Services.

Agency

You represent that you are using the CDConnect Services for its intended purpose. If you are registering or using the CDConnect Services on behalf of a company or other organization, you represent that you have authority to bind your employer by your actions.

Precautions

Content found on cdconnect.net or through the CDConnect Services is for informational purposes only and is not intended to replace the relationship between you and your physician or other medical provider. We are not a licensed medical care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. You should always consult a physician before starting a fitness program, changing your diet or if you have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the CDConnect Services. You should consult with your physician before following any training instructions you receive through the CDConnect Services. You should understand that when participating in any exercise or exercise program, there is the possibility of physical injury and/or death. If you think you may have a medical emergency, call your physician or 911 immediately. If you feel discomfort or pain, immediately stop the activity causing such discomfort or pain. People who have Type 1 diabetes or other adverse medical or nutritional conditions should not use the CDConnect Services unless such use is directed and closely monitored by a physician. By using the CDConnect Services, you represent that you have received consent from your physician to participate in the programs, workouts, and exercises described on the CDConnect Services. We are not responsible for any health problems that may result from training programs, products, research programs, or events you learn about through the CDConnect Services. If you engage in any exercise program facilitated by the CDConnect Services, you agree that you do so at your own risk and are voluntarily participating in these activities.

Information on the CDConnect Services

We try to provide helpful and accurate information on the CDConnect Services, but we make no endorsement, representation or warranty of any kind about any information, services or recommendations made available through the CDConnect Services. We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the CDConnect Services. If you rely on any information provided by CDConnect, CDConnect principals, affiliates, employees, agents, or others appearing on or contributing content to the CDConnect Services, you do so solely at your own risk.

Your Administrator Settings

Through the CDConnect Services, we enable you, if you wish, to create multiple administrator accounts. You are responsible for managing administrator access to your project and data.

User and Participant Generated Content

You hereby grant to Onca, Inc. a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit any text, photographs or other data and information but excluding data gathered from CDConnect Products you submit to the CDConnect Services (collectively, “User Generated Content”) in any media now existing or hereafter developed, including without limitation on websites, in audio format, and in any print media format. “User Generated Content” includes but is not limited to content posted to generate device data authorization pages, custom reports, descriptions of research, feature requests and user comments. You hereby waive any rights of publicity and privacy with respect to the User Generated Content and any other legal or equitable rights that might preclude Onca, Inc. use of the User Generated Content or require your permission for Onca, Inc. to use the User Generated Content. You agree not to assert any claim, whether based on tort, contract, or other legal or equitable theory, against Onca, Inc. or its sublicensees relating to Onca, Inc. or its sublicensees’ use of the User Generated Content and you hereby release Onca, Inc. and its sublicensees from any such claims. You represent that your User Generated Content: (1) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights; (2) will not violate any law, statute, ordinance or regulation; (3) will not be obscene or contain child pornography; (4) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (5) will not violate any third party’s rights of publicity or privacy; and (6) will not be defamatory, unlawfully threatening or harassing, harmful to minors in any way, or otherwise offensive or inappropriate. You are responsible for complying with all laws applicable to your User Generated Content.

Registration and Password; Privacy Policy

You are responsible for maintaining the confidentiality of your login information and password. You shall be responsible for all uses of your login information, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your login information or password. Onca, Inc. cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your CDConnect account or for any third party’s fraudulent use or misuse of information submitted by you. You represent that the information that you provide about yourself as requested in the CDConnect account registration form (the “Registration Data”) is accurate and complete, and you agree to update your account information, as necessary, including providing CDConnect with your current email address, so that you may receive notifications and other account-related communications. The CDConnect Services are subject to the CDConnect Privacy Policy, which can be found at cdconnect.net/privacy-policy.

Ownership of the CDConnect Services

Except for the User Generated Content, the CDConnect Services and all aspects thereof, including all copyrights, trademarks, and other intellectual property rights therein, are owned by Onca, Inc. or its licensors. You acknowledge that the CDConnect Services and any underlying technology used in connection with the CDConnect Services contain Onca, Inc. intellectual property and proprietary information. You may not reproduce, distribute, modify or create derivative works of, publicly display (including by framing any content), or commercially exploit any part of the CDConnect Services except as necessary to view the content therein and to create a reasonable number of copies of portions of such content (without modification) for your personal, non-commercial use. All rights in the CDConnect Services not expressly granted to you by Onca. are retained by Onca and its licensors. If you violate any of these Terms and Conditions, your permission to use the CDConnect Services automatically terminates and you must immediately destroy any copies you have made of any portion of the CDConnect Services.

Copyrighted Materials

You agree that any materials posted by you shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You also agree that you have obtained all necessary rights and licenses required to allow the posting of any content posted by You. If you feel that any content posted on the CDConnect Services infringes your copyrights or other intellectual property rights, please notify us by sending an email to [email protected]

User Indemnification Of Onca

Upon request by us, you agree to defend, indemnify and hold Onca, Inc. and its partners, affiliates, service providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your use of the CDConnect Services, including any User or Participant Generated Content you post, store, reproduce, display, or distribute via the CDConnect Services; (b) your violation of the Terms and Conditions; or (c) your violation of any intellectual property or other third party rights or any applicable law in connection with your use of the CDConnect Services. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting and available defenses.

User Conduct

If we determine that any user is not using the CDConnect Services responsibly, we have the right (but not the obligation) to remove, edit, block, or delete such user’s transmissions, User Generated Content, or use of the CDConnect Services. We also have the right (but not the obligation) to suspend or terminate your access to any parts of the CDConnect Services, or delete information you have posted to or collected by the CDConnect Services, without prior notice if you engage in any conduct that we believe, in our sole discretion: (a) violates any provision of the Terms and Conditions, (b) is offensive to other users, (c) violates the rights of CDConnect or third parties, or (d) could cause us liability. Without limiting the foregoing, upon any termination of your account or access to the CDConnect Services we may delete all User Generated Content and other information related to your account and data. If we suspect that your Registration Data is inaccurate or incomplete, we may suspend or terminate your account

Changes to CDConnect Services

CDConnect may change or discontinue, temporarily or permanently, any feature or component of the CDConnect Services at any time without further notice. In addition, we may, without notice to the applicable user, terminate individual accounts that have been inactive for more than 30 days, but we have no obligation to do so. You agree that CDConnect shall not be liable to you or to any third party for any modification, suspension or discontinuance of any feature or component of the CDConnect Services.

Pricing and Payment

We may change our pricing and/or payment structure at any time. If you dispute any pricing, payment structure, payment made or payment due, you must notify us in writing within thirty (30) days of any such matter; failure to so notify us shall result in the waiver by you of any claim relating to any such disputed payment or pricing. Payment shall be calculated solely based on records maintained by Onca, Inc. You represent, warrant and covenant that (a) the membership and credit card information that you supply is true, correct and complete, (b) you will pay any charges that you incur in connection with the Service, including any applicable taxes, (c) you will update your membership and credit card information as required, (d) you will not allow anyone else to use your membership, (e) you will not transfer your membership or password to anyone else and (f) you will report to us any unauthorized or prohibited use of your membership or this Website.

Third Party Services

The CDConnect Services may provide links or references to websites operated by third parties. We do not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites in the CDConnect Services does not imply approval or endorsement of the linked website by us. If you decide to leave our CDConnect Services and access these third party websites, you do so at your own risk. We suggest that you read the terms and conditions and privacy policies (if any) on those third party websites. You agree that CDConnect has no liability for any damage or loss of any type that is a result of your use of a third party website.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Customer’s Responsibility for Anonymization and De-Identification of Data

1. Obligation to Anonymize and De-Identify:

The Customer agrees to take reasonable measures to anonymize and de-identify any personal or sensitive information prior to uploading or transmitting such data to CDConnect. This includes ensuring that any identifiable information is irreversibly transformed into a state that prevents identification of the data subject.

2. Adherence to Standards:

The Customer shall adhere to recognized industry standards and best practices for anonymization and de-identification of data, ensuring compliance with applicable data protection laws and regulations.

3. Security Measures:

The Customer shall implement and maintain appropriate security measures to protect both identifiable and anonymized data from unauthorized access, disclosure, alteration, and destruction during the anonymization and de-identification process.

4. Data Quality:

The effectiveness of anonymization and de-identification processes may depend on the accuracy and completeness of the data provided by the Customer. The Customer is responsible for ensuring that data submitted to CDConnect is suitable for anonymization and de-identification.

5. Liability:

The Customer acknowledges that any liability arising from the failure to properly anonymize or de-identify data rests solely with the Customer. The Customer shall indemnify and hold Onca, Inc. harmless from any claims, losses, or damages arising out of the Customer’s failure to comply with the obligations outlined in this clause.

6. Data Retention:

The Customer shall establish and communicate clear policies regarding the retention of anonymized and de-identified data, ensuring it is retained only for the necessary period and purposes.

Class Action Waiver

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor Onca, Inc. will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Content And Warranty Disclaimer

THE WEBSITE IS PROVIDED BY ONCA, INC. AND ITS AFFILIATES “AS IS.” NEITHER ONCA, INC., SUPPLIERS, OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, ITS CONTENTS, OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE WEBSITE. IN ADDITION, ONCA, INC. DISCLAIM ALL WARRANTIES WITH RESPECT TO THE WEBSITE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, ONCA, INC. DOES NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL ONCA, INC. AND/OR ITS PRINCIPALS, AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ONCA, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF ONCA, INC., ARISING FROM OR RELATING TO THE WEBSITE (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G. CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY) IS LIMITED TO $100. ONCA’S AFFILIATES, PROVIDERS AND PARTNERS HAVE NO LIABILITY WHATSOEVER ARISING FROM THE WEBSITE. In some locations applicable law may not allow certain of the limitations described above, in which case such limitations may not apply to you.

General

The Terms and Conditions and the resolution of any dispute related to the Terms and Conditions or the CDConnect Services shall be governed by and construed in accordance with the laws of the State of California without respect to its conflict of laws principles. You shall bring any legal action or proceeding against CDConnect related to the CDConnect Services exclusively in a federal or state court of competent jurisdiction sitting in Los Angeles County, California, and you agree to submit to the personal and exclusive jurisdiction of such courts. If any provision(s) of the Terms and Conditions is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Onca’s failure to exercise or enforce any right or provision of the Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed to by Onca in writing. These terms and conditions constitute the entire agreement between you and Onca, Inc. with respect to the subject matter herein and supersede any and all prior or contemporaneous oral or written agreements. You may not assign this agreement to any other party and any attempt to do so is void.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By email: [email protected]