These Terms of Service (the “Terms”) are a legal contract between you and Tam(squared) Inc., doing business as Paceline (“Paceline,” “Company,” “we,” “us,” or “our”). These Terms explain how you may access and use Paceline websites, mobile applications, marketplace, rewards programs, content, features, and related services that link to or incorporate these Terms (collectively, the “Service”).

By accessing or using the Service, creating an account, connecting a third-party device or account, participating in a rewards program, placing an order for products, or otherwise indicating acceptance, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

Important Notice: These Terms include provisions that limit our liability, disclaim warranties, require arbitration of certain disputes, and waive certain class or representative proceedings to the extent permitted by applicable law. If you reside in Canada or another jurisdiction with mandatory consumer protection laws, those non-waivable rights apply to you despite anything in these Terms that may say otherwise.

1. Eligibility and International Use

You must be at least 18 years old or the age of majority in your jurisdiction of residence, whichever is higher, and legally capable of entering into a binding contract to use the Service. You may not use the Service if you are barred from doing so under applicable law.

Paceline is based in the United States. If you access or use the Service from Canada or another jurisdiction outside the United States, you do so on your own initiative and are responsible for complying with local law. Nothing in these Terms is intended to limit rights that cannot be waived under applicable federal, state, provincial, territorial, or local law.

2. Changes to the Service and Terms

We may change, suspend, or discontinue all or part of the Service at any time, subject to applicable law. We may also update these Terms from time to time by posting an updated version through the Service or by giving other notice where required.

Changes will not be retroactive unless expressly stated or required by law. Your continued use of the Service after updated Terms become effective means you accept the updated Terms. If you do not agree, you must stop using the Service.

For Canadian residents, we will provide notice of material changes where required by applicable law.

3. Privacy and Data

Your use of the Service is subject to our Privacy Policy and, where applicable, our Consumer Health Data Privacy Notice. These documents explain how we collect, use, disclose, retain, safeguard, and transfer personal information, including fitness, wearable-device, health-related, geolocation, and rewards data.

If you are located in Canada, we process personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial private-sector privacy laws where applicable, and Quebec Law 25 where applicable. Additional information for Canadian residents appears in the Privacy Policy and Canada Addendum.

Certain information collected through the Service may be considered sensitive personal information, consumer health data, biometric information, precise geolocation data, or similar protected information under applicable law. We collect and use such information only as described in our Privacy Policy and applicable notices and subject to required consent.

4. Account Registration and Security

You may need to register for an account to use certain features. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You agree not to share your password or permit unauthorized access to your account. You must notify us promptly if you suspect unauthorized use or a security breach.

You may not impersonate another person, use another person’s identity or likeness without authorization, or use any name, profile information, photo, or content that violates rights of others or applicable law. Do not upload photos or content containing minors unless expressly permitted by the Service and you have all required consents.

5. License to Use the Service and Materials

Subject to these Terms and your compliance with them, Paceline grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service and related content, software, text, graphics, audio, video, images, logos, data, and other materials (the “Materials”) solely for your personal, non-commercial use.

Except as expressly permitted, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, scrape, crawl, frame, mirror, create derivative works from, or otherwise exploit the Service or Materials, except to the extent a restriction is prohibited by applicable law.

If you violate these Terms, the license granted to you terminates automatically.

6. Mobile Application Terms

If you download or use a Paceline mobile application, you must have a compatible device and applicable data service. Standard carrier data charges may apply. We do not warrant that the mobile application will be compatible with all devices or operating systems.

You may install and use one object-code copy of the mobile application on a mobile device you own or control for your personal use, subject to these Terms and the applicable app-store terms.

For iOS applications, these Terms are between you and Paceline, not Apple. Apple has no obligation to provide maintenance or support for the application. To the maximum extent permitted by applicable law, Apple has no warranty obligation. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the iOS application.

For Android applications, these Terms are between you and Paceline, not Google. Google is only the provider of Google Play where you obtained the application. Google has no obligation or liability to you regarding the application or these Terms and is a third-party beneficiary as applicable.

7. Health, Wellness, and Safety Disclaimer

The Service may provide fitness, activity, wellness, rewards, educational, or informational features. The Service is not medical advice, diagnosis, treatment, counseling, therapy, or healthcare. Paceline is not a healthcare provider, and the Service is not intended to replace advice from a physician or other qualified healthcare professional.

Consult your physician or other qualified healthcare professional before beginning or changing an exercise, nutrition, wellness, or health-related program. Do not disregard, avoid, or delay professional medical advice because of information available through the Service. If you believe you may have a medical emergency, call 911 or your local emergency number immediately.

You use the Service and participate in any fitness or wellness activity at your own risk. To the maximum extent permitted by law, Paceline is not responsible for injuries, health events, damages, or losses resulting from your use of, or inability to use, fitness, wellness, or activity-related features.

8. Medical Affirmations

If you use the Service for fitness-related activities, you represent that you have considered whether such activities are safe for you and that you will stop using such features and seek medical advice if you experience pain, dizziness, faintness, shortness of breath, chest pain, or other concerning symptoms.

You should not use fitness-related portions of the Service unless cleared by a healthcare professional if a physician has advised you to limit physical activity, you have a heart condition, you have experienced chest pain or loss of consciousness, you have a bone or joint problem that could be worsened by activity, you are pregnant, breastfeeding, lactating, or you otherwise have reason to believe exercise may be unsafe for you.

We may suspend or terminate your account if we determine that use of the Service may present health or safety risks or if representations you make are inaccurate.

9. Third-Party Services, Devices, and Data Sources

The Service may link to, integrate with, or receive data from third-party websites, apps, wearable devices, device platforms, financial institutions, payment processors, rewards partners, insurance or benefits partners, and other services (“Third-Party Services”).

Your use of Third-Party Services is governed by their terms and privacy policies, not ours. If you connect a wearable device or other data source to the Service, the terms and conditions of our wearable data integration provider(s), available at https://www.junction.com/app/privacy, apply to the related data connection and are incorporated into these Terms by reference. You are responsible for ensuring that Third-Party Services you connect are compatible with the Service and that you have the right to share related data with Paceline.

Paceline does not control, endorse, or assume responsibility for Third-Party Services, including their content, availability, data practices, security, compatibility, or accuracy. To the maximum extent permitted by law, Paceline is not liable for harm caused by or related to Third-Party Services.

10. Rewards, Promotions, and Challenges

Rewards, incentives, challenges, sweepstakes, promotions, discounts, and similar offerings may be subject to additional terms, eligibility requirements, limits, verification, expiration dates, and sponsor rules. Additional terms are incorporated into these Terms by reference.

We may modify, suspend, substitute, limit, or discontinue rewards programs or promotional offerings at any time, subject to applicable law and any specific terms presented at the time of the offer.

Rewards have no cash value unless expressly stated, are not transferable except as permitted by the applicable program terms, and may be withheld, reversed, or cancelled in cases of suspected fraud, abuse, technical error, ineligibility, or violation of these Terms.

For Canadian residents, promotional communications will be sent in accordance with applicable Canadian anti-spam laws, and you may withdraw consent as described in the Privacy Policy and Cookie/Tracking Notice.

11. Marketplace and Product Purchases

Certain parts of the Service may allow you to place orders for products or services. Your order is an offer to buy the products or services listed in your order. We may accept, reject, cancel, or limit orders in accordance with applicable law.

Prices, discounts, taxes, shipping, handling, availability, and promotions may change without notice. The price charged will be the price in effect when your order is accepted, plus applicable taxes, shipping, and handling. We may correct typographical errors, inaccuracies, or omissions and may cancel affected orders as permitted by law.

Payment must be received before we accept an order. You represent that payment information you provide is accurate and that you are authorized to use the payment method. Shipping and delivery dates are estimates and not guaranteed. Title and risk of loss pass to you upon transfer to the carrier unless mandatory law provides otherwise, and except as expressly provided in the Marketplace Terms and Refund Policy for items that arrive damaged, defective, or incorrect.

Returns, refunds, exchanges, and cancellations are governed by our Marketplace Terms and Refund Policy, including the Marketplace Return Policy incorporated into it, and applicable law.

12. Subscriptions and In-App Purchases

Certain features of the Service may be offered on a paid subscription basis, including subscriptions purchased through the Apple App Store or Google Play. Subscription pricing, billing periods, free-trial terms, and included features will be disclosed at or before the point of purchase.

Unless otherwise stated at sign-up, subscriptions renew automatically at the end of each billing period at the then-current price until cancelled. You may cancel at any time through the app store you subscribed with or through your Paceline account settings; cancellation takes effect at the end of the current billing period. Except as required by applicable law or expressly stated, subscription payments are non-refundable, and after cancellation you will retain access to paid features for the remainder of the period you have paid for.

Eligible subscriptions may include a free trial, available once per account. If you do not cancel before the trial ends, the subscription converts to a paid subscription and the payment method on file will be charged as disclosed at sign-up.

Purchases made through the Apple App Store or Google Play are billed by the applicable platform, and refund requests for those charges are handled by that platform under its own policies. If we change subscription pricing, we will provide advance notice as required by applicable law, and the change will take effect at your next renewal.

13. User Content and Feedback

You are responsible for content, photos, comments, communications, suggestions, ideas, or other materials you submit through the Service (“User Content”). You represent that you have all rights and permissions needed to submit User Content and grant the rights described in these Terms.

You grant Paceline a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, display, perform, distribute, and use User Content as reasonably necessary to operate, improve, protect, and provide the Service and as otherwise described in our Privacy Policy.

If you send ideas, suggestions, comments, improvements, or other feedback (“Feedback”), you agree that Paceline may use Feedback without restriction or compensation, except to the extent prohibited by law. Where assignment of rights is prohibited by law, you grant Paceline a worldwide, royalty-free, fully paid, transferable, sublicensable license to use and exploit Feedback for any purpose.

14. Proprietary Rights

Paceline, the Paceline name and logos, and other marks used in the Service are trademarks or service marks of Paceline or its licensors. Other marks are property of their respective owners.

All rights, title, and interest in and to the Service, Materials, software, interfaces, designs, content, data compilations, and related intellectual property are owned by Paceline or its licensors, except for rights expressly granted in these Terms.

The mobile application and related documentation are “Commercial Items” and are licensed to U.S. Government end users only as commercial computer software and commercial computer software documentation with the rights granted to other end users under these Terms.

15. Prohibited Conduct

You may not use the Service to: violate law; infringe rights; upload malicious code; interfere with security or operation; access accounts, systems, or data without authorization; harass or harm others; impersonate any person or entity; submit false, misleading, or fraudulent information; or engage in activity that could damage, disable, overburden, impair, or interfere with the Service or any third-party service connected to the Service.

You may not use any robot, spider, crawler, scraper, script, browser extension, offline reader, data-mining tool, indexing agent, automated query tool, or other automated means to access, monitor, copy, extract, harvest, index, cache, aggregate, export, or create a persistent database of any portion of the Service, Materials, user information, rewards information, marketplace information, wearable data, fitness data, wellness data, or other data made available through the Service, except as expressly authorized by Paceline in writing or as necessary for generally available search-engine indexing of public web pages in compliance with our instructions, robots.txt files, and applicable law.

You may not access or use the Service through any unauthorized API, undocumented endpoint, account-creation automation, token-sharing arrangement, credential-stuffing method, circumvention technique, or other technical process designed to bypass usage limits, authentication, access controls, rate limits, security measures, geographic restrictions, or other protections.

You may not reverse engineer, decompile, disassemble, decode, derive source code from, circumvent technical measures of, or otherwise attempt to discover or replicate the underlying ideas, algorithms, models, source code, object code, architecture, data structures, APIs, scoring logic, recommendation logic, reward mechanics, business logic, user interface, or functionality of the Service, except to the limited extent such restriction is expressly prohibited by applicable law.

You may not use the Service, Materials, Paceline data, user data, outputs, screenshots, software, APIs, reward mechanics, recommendation logic, or other content or information made available through the Service to build, train, fine-tune, test, validate, evaluate, ground, benchmark, embed, improve, operate, or support any artificial intelligence, machine-learning, large-language-model, foundation-model, automated decision-making, scoring, profiling, analytics, or retrieval-augmented-generation system or application, whether directly or indirectly, without Paceline’s prior written consent.

You may not use any Paceline content, data, output, or information obtained through the Service to create embeddings, vector databases, synthetic data, model-training datasets, model-evaluation datasets, knowledge bases, or similar resources for artificial intelligence, machine-learning, automated decision-making, scoring, profiling, or analytics systems without Paceline’s prior written consent.

You may not use the Service, Materials, or any data or outputs made available through the Service for competitive analysis, benchmarking, customer or market intelligence, product replication, look-and-feel replication, or development of a product or service that is competitive with or substantially similar to Paceline, except with Paceline’s prior written consent.

You may not use wearable, fitness, wellness, rewards, insurance-related, or health-related data or outputs obtained through the Service for insurance underwriting, insurance pricing, insurance eligibility, claims adjudication, employment, lending, credit, housing, or other eligibility or consequential decisions, except as expressly authorized by Paceline in writing, disclosed to affected individuals where required, and permitted by applicable law.

Nothing in this section restricts your ordinary personal use of your own account information or your ability to access, export, or use your own data where the Service makes such functionality available or where applicable law provides such rights. Paceline may suspend or terminate access, block automated activity, revoke API or developer access, and take other measures to protect the Service and users if we believe this section has been violated.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, MATERIALS, INFORMATION, REWARDS, MARKETPLACE, PRODUCTS, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WHERE IS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PACELINE DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, secure, error-free, virus-free, compatible with any device or third-party service, or that information presented through the Service will be accurate, complete, current, or suitable for you.

If you reside in Canada or another jurisdiction where certain warranties, conditions, or guarantees cannot be excluded, the exclusions above apply only to the maximum extent permitted by applicable law.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PACELINE AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND PARTNERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, PERSONAL INJURY, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PACELINE’S TOTAL LIABILITY FOR CLAIMS RELATING TO A PRODUCT PURCHASE WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM, AND PACELINE’S TOTAL LIABILITY FOR ALL OTHER CLAIMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO PACELINE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR $100 USD.

Some jurisdictions do not allow certain liability limitations. For Canadian residents, these limitations apply only to the extent permitted by applicable consumer protection and other mandatory laws.

18. Indemnification

You agree to defend, indemnify, and hold harmless Paceline and its affiliates, officers, directors, employees, agents, licensors, suppliers, and partners from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from your misuse of the Service, violation of these Terms, violation of law, User Content, or infringement of rights of others, except to the extent prohibited by applicable law.

19. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your rights.

Most user concerns can be resolved quickly by contacting us through our support page or by sending legal notices to the address listed in the Contact Us section. For all disputes, whether pursued in court or arbitration, you and Paceline agree to first give the other party an opportunity to resolve the dispute informally. You must begin this process by sending written notice that includes your name, address, a description of the claim, and the specific relief you seek. If the dispute is not resolved within 45 days after receipt of the written notice, either party may pursue the dispute in arbitration, except as otherwise provided below.

For purposes of this section, “Dispute” means any dispute, claim, or controversy between you and Paceline arising out of or relating to these Terms, the Service, products, rewards, promotions, communications, privacy practices, data practices, or any aspect of your relationship with Paceline, whether based in contract, statute, regulation, ordinance, tort, fraud, misrepresentation, negligence, or any other legal or equitable theory. “Paceline” includes Tam(squared) Inc. and its parents, subsidiaries, affiliates, officers, directors, employees, agents, licensors, suppliers, partners, and service providers.

Except as otherwise provided in these Terms or required by applicable law, you and Paceline agree that all Disputes will be resolved exclusively and finally by binding individual arbitration rather than in court. Arbitration replaces the right to go to court before a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator may award on an individual basis the same damages and relief that a court could award, subject to these Terms and applicable law.

Notwithstanding the foregoing, either party may pursue a Dispute in small claims court if the Dispute qualifies. Either party may also seek temporary, preliminary, or permanent injunctive or equitable relief in court to protect intellectual property, confidential information, security, privacy, or unauthorized access to or misuse of the Service, without waiving arbitration for other claims.

You may opt out of this arbitration agreement within 30 days after the date you first accept these Terms by sending written notice to Paceline at the legal notice address listed in the Contact Us section. Your opt-out notice must include your name, address, and a clear statement that you do not wish to resolve disputes with Paceline through arbitration. Opting out will not adversely affect your relationship with Paceline. Any opt-out request received after the deadline will not be valid, and you must pursue your Dispute in arbitration or small claims court, except as otherwise required by applicable law.

If arbitration applies, either party may initiate arbitration before the American Arbitration Association (“AAA”) or JAMS. The arbitration will be conducted by a single arbitrator. For arbitrations before AAA, the applicable AAA consumer or commercial arbitration rules will apply depending on the nature and amount of the Dispute. For arbitrations before JAMS, the applicable JAMS rules will apply. The arbitration will be commenced and conducted only as an individual arbitration, and not as a class, consolidated, collective, representative, private-attorney-general, or mass arbitration, unless both parties agree in writing after the arbitration is initiated or unless applicable law requires otherwise.

Because the Service and these Terms concern interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement, including the question of whether a Dispute is subject to arbitration. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, these Terms, and any applicable statute of limitations or condition precedent to suit.

Unless the parties agree otherwise, and unless applicable law requires a different location, arbitration may be initiated in San Francisco County, California or in the federal judicial district that includes your billing address. The arbitrator may allow remote or document-only proceedings where appropriate under the applicable arbitration rules.

Payment of arbitration fees and costs will be governed by the applicable arbitration rules and applicable law. Each party is responsible for its own attorneys’ fees, expert fees, and other costs unless fees or costs are available under applicable law, the applicable arbitration rules, or these Terms.

Except as otherwise provided in this section, neither you nor Paceline may bring or participate in a class action, consolidated action, collective action, representative action, private-attorney-general action, or class-wide arbitration relating to any Dispute. The arbitrator may not consolidate more than one person’s claims or preside over any class, consolidated, collective, representative, private-attorney-general, or mass proceeding unless both parties agree in writing after arbitration is initiated or unless applicable law requires otherwise.

You and Paceline each knowingly and voluntarily waive any constitutional or statutory right to a jury trial or to a trial before a judge in court for Disputes subject to arbitration. If for any reason a Dispute proceeds in court rather than arbitration, you and Paceline each waive any right to a jury trial to the maximum extent permitted by law.

If any part of this arbitration agreement is found unenforceable, that part will be severed and the remainder will remain in effect, except that if the class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request for relief must proceed in court and not in arbitration, unless applicable law permits a different result. This arbitration agreement will survive termination of your account, your use of the Service, and these Terms.

If you are a Canadian resident, and applicable Canadian federal, provincial, or territorial law requires certain disputes to be resolved in court, prohibits mandatory arbitration, prohibits waiver of class or representative rights, or gives you non-waivable consumer rights, then those mandatory rights will apply to the extent required by law. Nothing in this section is intended to limit rights that cannot be waived under applicable Canadian law.

20. Governing Law and Venue

The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement above. Subject to the arbitration agreement, these Terms and any Dispute are governed by California state law and applicable U.S. federal law, without regard to conflict-of-law principles. Foreign laws do not apply except to the extent mandatory law provides otherwise. The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act do not apply.

Except for Disputes subject to arbitration, Disputes that qualify for small claims court, or claims for injunctive or equitable relief described in the Dispute Resolution section, and except where mandatory law provides otherwise, any dispute relating to these Terms or the Service will be heard in the state or federal courts located in San Francisco County, California. You and Paceline consent to the personal jurisdiction and venue of those courts for such disputes.

If you are located in Canada or another jurisdiction outside the United States, mandatory consumer protection, privacy, anti-spam, or other laws in your jurisdiction may apply and will prevail to the extent required by law. Nothing in these Terms limits rights that cannot lawfully be limited or waived. Any Canadian-law carve-out in these Terms is intended to preserve mandatory rights, not to change the governing law or forum for disputes where such provisions are enforceable.

21. Termination

You may stop using the Service at any time. You may delete your account through available account-deletion tools or by contacting us as described in the Privacy Policy.

We may suspend or terminate your account, access to the Service (in whole or in part, including access to specific features or programs such as the Paceline Marketplace or a Rewards Program), or these Terms at any time for violation of these Terms, suspected fraud or abuse, safety reasons, legal compliance, inactivity, or other lawful reasons.

Provisions that by their nature should survive termination will survive, including proprietary rights, disclaimers, limitations of liability, indemnities, dispute resolution, governing law, and general terms.

22. General Terms

You may not assign or delegate these Terms without our prior written consent. Any unauthorized assignment or delegation is void. We may assign these Terms in connection with a merger, acquisition, financing, corporate transaction, or sale of assets.

We will not be liable for delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, epidemics, labor disputes, war, terrorism, civil unrest, governmental action, carrier delays, internet or telecommunications failures, power outages, or supply shortages.

If any provision is found unenforceable, it will be interpreted to reflect the parties’ intent to the maximum extent permitted by law, and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. These Terms and incorporated policies are the entire agreement between you and Paceline regarding the Service.

23. Contact Us

Questions about these Terms may be may be submitted through our Help Center at https://help.paceline.fit/. Legal notices should be sent to Tam(squared) Inc., 595 Pacific Ave, 4th Floor, San Francisco, CA 94133, Attn: Legal Notice.

Privacy inquiries should be sent to privacy@paceline.fit or to the Privacy Officer identified in the Privacy Policy.