Terms of Service

1.1Two kinds of user

The Platform is used by two different parties, and these Terms apply differently to each.

• A "Practice" is the trainer, clinic, gym, studio, certification body or other organization that holds an account with Spero, pays for seats, and invites its own clients onto the Platform. The individual who creates the account accepts these Terms on the Practice's behalf and warrants that they are authorized to do so.
• A "Client" is an individual invited to the Platform by a Practice. A Client's professional relationship is with the Practice, not with Spero. Spero provides the software the Practice uses to serve them.
• A "Practitioner" is a person given a seat by a Practice — a trainer, coach or clinician who performs assessments and assigns programs.

1.2Acceptance

You accept these Terms by ticking the acceptance box when creating an account, by accepting an invitation to a Practice, or by using the Platform. If you do not accept them, do not use the Platform.

We record which version of these Terms each account accepted, and when. When we publish a materially changed version, we will ask again.

1.3Eligibility

The Platform is for people aged 18 or over. A person under 18 may be a Client only where their Practice has obtained verifiable consent from a parent or legal guardian who accepts these Terms on their behalf, and only where the Practice is permitted to serve minors under the law that applies to it.

2.1Software, not care

Spero provides software. Spero does not provide medical care, physiotherapy, chiropractic care, diagnosis, or treatment, and does not practise any regulated health profession. Nothing the Platform produces is medical advice.

The Practice and its Practitioners are solely responsible for the professional judgment they exercise, for the programs they assign, for their own licensing, insurance, scope of practice and standard of care, and for the safety of the people they serve.

2.2The assessment engine is a decision aid

Spero's assessment engine applies a documented, versioned set of rules to observations a Practitioner enters. It produces findings, and it explains which rule produced each one.

It is a decision aid and nothing more. Every finding and every suggested program is proposed to a Practitioner, who must review it and who may accept, edit or reject it before anything reaches a Client. Spero does not warrant that a finding is correct, complete, or appropriate for any individual, and a Practitioner who assigns a program without reviewing it has not used the Platform as intended.

The rules are a signed, dated standard, not a self-training model. They change only through a documented revision process. Where published evidence is silent or divided, a rule is recorded as an adjudication rather than presented as established science.

2.3No outcome guarantee

Spero does not guarantee any health, fitness, pain-reduction, performance, business or financial outcome. Case studies and testimonials describe particular experiences and are not a prediction of anyone else's results.

3.1Account security

You must give accurate registration information and keep it current, keep your credentials confidential, not share an account between people, and tell us at info@sperokinetics.com as soon as you suspect unauthorized access. You are responsible for activity under your account.

A seat is for one named Practitioner. Sharing a seat between Practitioners is a breach of these Terms.

3.2Organizations and administrators

A Practice account may have several Practitioners and one or more administrators. An administrator can see, change and remove the Practice's data, including work produced by other Practitioners in that Practice, and can remove a Practitioner's access. If you join a Practice, you are agreeing to that.

3.3Subdomains and branding

A Practice may be given a subdomain of a Spero domain and may apply its own name, logo and colours to the Platform within that Practice. That branding does not transfer ownership of the Platform, and Spero may reclaim a subdomain that is unused, that infringes a third party's rights, that impersonates another organization, or that is reserved for Spero's own use.

4.1Plans

The Platform is offered on a free tier with limited capability and on paid per-seat subscriptions. Current pricing and what each tier includes are published on our website and are what applies to a new subscription.

4.2Billing

Paid subscriptions are billed in advance on a recurring basis through our payment processor and renew automatically until cancelled. Seat counts are billed as provisioned. Adding a seat mid-period is charged pro rata; removing one takes effect at the end of the period.

Fees are exclusive of taxes, which are added where applicable.

4.3Price changes

We may change pricing. An existing subscriber receives at least 30 days' written notice before a change affects their subscription and may cancel before it takes effect.

4.4Cancellation and refunds

A Practice may cancel at any time, effective at the end of the current billing period. Fees already paid are not refundable except where these Terms or applicable law say otherwise. We do not charge a Client for access to a Practice that pays for their seat.

5.1The relationship is the Practice's

A Client belongs to their Practice. Spero will not use the Platform to solicit a Practice's Clients for a competing coaching service, and will not disclose a Practice's Client list to another Practice.

5.2Consent is the Practice's responsibility

A Practice decides what personal information it collects from its Clients and why. Before putting a Client on the Platform, the Practice must give that Client every notice and obtain every consent, permission and authorization that the law applying to the Practice requires — including express consent for health information where it is required, and including consent to the uses described in Section 6.

Spero publishes intake wording a Practice may use for this purpose. Using it is not legal advice and does not transfer the obligation: the Practice remains responsible for the lawfulness of what it collects and of what it puts into the Platform.

The Practice warrants that it has those consents, and will provide evidence of them on request.

5.3Roles under privacy law

For personal information a Practice collects about its own Clients, the Practice is the organization with control of that information and Spero processes it on the Practice's behalf and under its instructions.

For account, billing, usage and security information about the Practice and its Practitioners, and for de-identified information used as described in Section 6.3, Spero acts on its own behalf.

6.1Ownership

Content submitted to the Platform stays with whoever submitted it. A Practice owns its Client records, assessments, programs, notes and media. A Client owns the content they submit. Spero does not claim ownership of any of it.

Spero owns the Platform, the assessment rules, the underlying models and taxonomies, and everything it derives under Section 6.3.

6.2Licence to run the Platform

You grant Spero a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display and process your content for the purpose of operating the Platform, providing support, and keeping the service secure and available. This licence exists so the software can function and lasts as long as the content is on the Platform.

6.3De-identified data, product improvement and research

This section is the one to read carefully. Spero is building an evidence base for movement assessment, and it cannot be assembled retroactively. Accepting these Terms grants the rights described here.

You grant Spero a perpetual, worldwide, irrevocable, royalty-free licence to use the following categories of data, in pseudonymized or de-identified form, for product improvement, rule revision, quality assurance, safety review, and scientific research:

• structured assessment scores and the observations behind them;
• Practitioner corrections — whether a proposed finding or program element was accepted, edited or rejected, and the stated reason;
• programs assigned, exercises performed, loads, repetitions and completion;
• per-exercise reports of discomfort, effort and perceived difficulty;
• re-assessment results and changes over time, and Client-reported pain and function scores;
• coarse demographic categories — age band, sex, and condition category — used for bias review and segment analysis;
• aggregate usage of the Platform itself.

6.4What de-identified means here

Before data is used under Section 6.3, direct identifiers are removed or replaced with a random identifier. That includes name, email address, telephone number, street address, full date of birth, account identifiers, and any free-text note or media file that has not been reviewed and cleared of identifying content.

Spero will not attempt to re-identify data processed under Section 6.3, will not combine it with other data in order to re-identify it, and will require the same of anyone it permits to work with that data.

6.5Publication

Spero may publish, present and otherwise disclose results derived from data used under Section 6.3, including in scientific papers, conference presentations, regulatory or certification submissions, and commercial materials — but only in aggregated form that does not identify a Client, a Practitioner or a Practice.

Naming a Practice or a Practitioner, publishing an individual case study, or using a testimonial requires that party's separate written consent, which may be withheld or withdrawn.

6.6What Spero will not do

Spero will not sell personal information. Spero will not disclose identifiable Client data to another Practice or to a third party except as needed to run the Platform (our hosting, payment and communication providers, bound to equivalent obligations), where the Practice instructs us to, or where the law requires it.

Spero will not use identifiable Client content to train a third-party artificial-intelligence model, and will not permit a third-party model provider to retain identifiable Client content for its own training.

6.7Pilot and measurement studies

A Practice's own business information — revenue, pricing, client counts, retention, and Practitioner time per client — is not covered by Section 6.3 and is never collected from a Practice by default.

Where a Practice takes part in a pilot, validation or measurement study, the data collected, the purpose, the duration and any compensation are set out in a separate written pilot agreement signed by the Practice. Participation is voluntary and a Practice may decline it and continue to use the Platform.

6.8Export and deletion

A Practice may export its Client records, assessments and programs at any time while its account is active, and may ask us to delete them.

On termination, a Practice's data is available for export for 30 days and is then deleted or de-identified within 90 days, except where we must keep it longer to meet a legal obligation, to resolve a dispute, or to enforce these Terms.

Deletion does not reach data already de-identified and incorporated into research or into the Platform's rules under Section 6.3. Once a record can no longer be connected to an individual, it can no longer be found and removed on that individual's behalf; this is stated plainly here rather than promised and then not delivered.

6.9Individual privacy rights

A Client's request to access, correct or delete their personal information should be made to their Practice, which controls that information. Where a request reaches Spero directly, we will pass it to the relevant Practice and assist that Practice in responding.

How Spero handles personal information generally is described in our Privacy Policy, which forms part of these Terms.

7.1Prohibited conduct

You will not:

• share credentials, or allow anyone other than the named Practitioner to use a seat;
• reverse-engineer, decompile or disassemble the Platform, or attempt to derive the assessment rules other than through ordinary use;
• scrape, bulk-extract or systematically copy content from the Platform;
• use the Platform to build or train a competing assessment engine or dataset;
• upload malware, probe or attack the Platform's security, or attempt to access another Practice's data;
• upload content you do not have the right to upload, or personal information you have not lawfully collected;
• resell, sublicense or provide the Platform to a third party except as a Practice serving its own Clients;
• use the Platform to make a medical diagnosis, or represent its output as one.

7.2Enforcement

We may suspend or terminate access for a breach of this section, and will tell you why unless the law or an active security investigation prevents it.

8.1Spero's property

The Platform, the assessment rules and logic model, the exercise library and its media, the kinesiology reference material, the documentation, and the Spero name and marks are Spero's property and are protected by copyright, trademark and other law. These Terms grant a right to use the Platform, not any ownership of it.

8.2Feedback

If you send us suggestions or feedback, we may use them without restriction or obligation. This does not give us any right to your content, which is governed by Section 6.

9.1Security

Spero maintains administrative, technical and physical safeguards appropriate to the sensitivity of the information on the Platform, including access controls between Practices, encryption in transit, and logging of administrative action. No system is perfectly secure, and we do not warrant that the Platform cannot be compromised.

We will notify an affected Practice without undue delay after becoming aware of a breach of security affecting that Practice's data, with what we know and what we are doing about it.

9.2Availability

The Platform is provided on an "as available" basis. We do not commit to an uptime level unless we have agreed one in a separate written order.

10.1

The Platform relies on third parties for hosting, payments, video calls, email and analytics. Your use of those services through the Platform is also subject to their terms. We are responsible for choosing them with reasonable care and for the obligations we place on them; we are not responsible for their own acts, availability or pricing.

11.1

These Terms apply for as long as you have an account. A Practice may terminate by cancelling its subscription; a Client may terminate by asking their Practice to remove them.

We may suspend or terminate an account for non-payment, for a breach of Section 7, where required by law, or where continued access presents a security or safety risk. Where we terminate a paid subscription without cause, we refund the unused portion of the current period.

Section 6.3 to 6.8, Section 8, and Sections 12 to 15 survive termination.

12.1

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPERO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ASSESSMENT FINDING OR PROGRAM SUGGESTION IS CORRECT OR SUITABLE FOR ANY INDIVIDUAL.

13.1Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPERO IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM OR RELATED TO THE PLATFORM.

SPERO'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID TO SPERO IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED CANADIAN DOLLARS.

Nothing in these Terms limits liability that cannot be limited by law.

13.2Indemnity

A Practice will defend and indemnify Spero against claims arising from the Practice's professional services, from injury to a person the Practice serves, from the Practice's failure to obtain a consent required under Section 5.2, or from content the Practice put on the Platform that it had no right to put there.

14.1Talk first

Before starting a formal proceeding, contact us at info@sperokinetics.com and give us 30 days to resolve the matter informally.

14.2Arbitration and class waiver

A dispute not resolved informally will be settled by binding arbitration seated in Vancouver, British Columbia, under the rules of the Vancouver International Arbitration Centre or its successor, on an individual basis. You waive any right to participate in a class, consolidated or representative proceeding.

This section does not apply where the law applying to you makes it unenforceable, and does not prevent either party from seeking injunctive relief in court to protect intellectual property or confidential information.

14.3Governing law

These Terms are governed by the laws of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-law rules.

15.1Changes

We may change these Terms. For a material change we will give at least 30 days' notice by email or in the Platform, publish the new version with a new effective date, and ask for acceptance again. Continued use after the effective date is acceptance. If you do not accept, stop using the Platform and cancel.

15.2Assignment, severability, entire agreement

You may not assign these Terms without our consent; we may assign them to a successor in a merger or sale of substantially all our assets. If a provision is unenforceable, the rest stands. These Terms, the Privacy Policy, and any signed order or pilot agreement are the entire agreement between us and replace any prior understanding. A signed order or pilot agreement prevails over these Terms where they conflict.

15.3Contact

Spero Kinetics Ltd., Vancouver, British Columbia, Canada — info@sperokinetics.com