1. THE AGREEMENTS: WHAT THEY ARE, WHO THEY APPLY TO AND HOW THEY CHANGE
In order to use the Website and/or the Service you must be capable of forming a legally binding contract with HealthR Technologies, including, without limitation, being of a legal age to enter into a contract and being permitted to receive services by the laws of the United States and any other applicable jurisdiction. IF YOU DO NOT HAVE THE CAPABILITY SET FORTH ABOVE YOU MUST IMMEDIATELY CEASE ALL USE OF BOTH THE WEBSITE AND THE SERVICE.
BY READING THESE TERMS & CONDITIONS prior to CONTINUING your use of the Service, and by continuing to access and use the Website and/or the Service after the date thereof, you REPRESENT THAT YOU ARE CAPABLE OF FORMING A LEGALLY BINDING CONTRACT WITH HealthR Technologies, INCLUDING THAT YOU ARE OLD ENOUGH TO DO SO AND PERMITTED TO RECEIVE SERVICES BY THE LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND YOU expressly agree and consent to be bound by, and evidence your understanding of the terms of, the Agreements.
If you do not agree to all of the terms of the Agreements you may not use either the Website or the Service, and you MUST IMMEDIATELY cease all use of both the Website and the Service. You are encouraged TO PRINT AND TO READ these Agreements carefully and to contact us with any questions that you may have before commencing your use of the Website or the Service.
2. RULES OF CONDUCT
General Restrictions Applicable to all Users. All Users shall use the Website and the Service for lawful purposes only. In addition, you represent, warrant, covenant and agree that, as a User of the Website and/or Service you will not do, or assist any others in doing, any of the following:
Not intended for Users under 18 years of age. The Website and the Service are intended for commercial and/or adult users and neither is directed toward any User or any other person under 18 years of age. If you are under age 18, please do not attempt to use the Website or the Service. If we learn that we have collected any information, including any personal information, from a child under age 18, we will use our best efforts to delete that information as quickly as possible. If you believe that we might have any such content or information from a child under age 18, please contact us at contact page. We strongly recommend that minors under the age of 18 ask their parents for permission before sending any information about themselves to anyone over the Internet and we encourage parents to teach their children about safe Internet use practices.
3. DESCRIPTION OF THE SERVICE
WHILE WE WILL UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE AS DESCRIBED IN MORE DETAIL ON OUR WEBSITE, WE CANNOT AND DO NOT REPRESENT, WARRANT OR GUARANTEE THAT WE WILL BE ABLE TO PROVIDE THE SERVICE OR THAT THE SERVICE WILL BE FUNCTIONING OR AVAILABLE, PARTIALLY OR IN FULL, AT ALL TIMES OR AT ANY PARTICULAR TIME; NOR DO WE REPRESENT, WARRANT OR GUARANTEE IN ANY RESPECT THE COMPLETENESS, ACCURACY OR EFFICACY OF ANY PROGRAM DATA, WHETHER PREPARED OR PROVIDED BY YOU OR BY US, AT ALL TIMES OR AT ANY PARTICULAR TIME; NOR DO WE REPRESENT, WARRANT OR GUARANTEE THAT ANY SERVICE OR FEATURE CURRENTLY INCLUDED IN THE SERVICE WILL REMAIN AS PART OF THE SERVICE GOING FORWARD.
ACCORDINGLY, YOUR USE OF THE WEBSITE AND THE SERVICE IS EXPRESSLY CONDITIONED ON YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION 3 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 8 OF THESE TERMS.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works upon and otherwise exploit the Feedback for any purpose.
For the avoidance of doubt, HealthR Technologies is under no obligation to make any changes or modifications to the Service or the Website, whether suggested by a User in the form of Feedback or otherwise, and we reserve the right, with or without prior notice to you, to discontinue work on the Service or to revise or modify the Service so it provides different features, features in different combinations and/or different environment configurations.
5. OWNERSHIP OF THE WEBSITE AND SERVICE; OUR TECHNOLOGY AND OUR CONTENT
Use of Marks. Certain of the names, logos, and other materials displayed on the Website or in the Service constitute trademarks, trade names, service marks or logos (“Marks”) of HealthR Technologies or our applicable licensors and you acknowledge and agree that you shall have no right, license or authority to use such Marks without our prior written consent (or, if applicable, the prior consent of our licensors) and that the ownership of all such Marks and the goodwill associated therewith remains with and will inure to us (or, if applicable, our licensors). To the extent indicated, any use of third party software or other technology provided in connection with the Website or the Service will be governed by the applicable third party licenses and/or terms and conditions, and not by these Terms.
Our Content. In addition to Our Technology, the Website and/or the Service may contain other text, images, files, audiovisual productions, opinions, statements, facts, articles, or other information or content created, generated, supplied or derived by us or by third parties (“Our Content”). Our Content is for your reference only and, except as expressly indicated otherwise, may not be relied upon by you for any purpose or used by you for any purpose other than your use of the Service in accordance with these Terms. We are not responsible for Our Content’s accuracy or reliability. In addition to any protections Our Content may have to the extent it also constitutes Our Technology, you hereby acknowledge and agree that Our Content may not be copied, duplicated, reproduced, distributed, downloaded, publicly displayed, transmitted, sold or otherwise exploited by you in any way, except as agreed to in writing by us.
6. PRIVACY STATEMENT AND SECURITY
7. USER INDEMNITY
You agree to defend, indemnify and hold harmless us, our affiliates, agents, employees, directors, officers, donors, grantees, licensors, content providers, service providers and volunteers from any claims, actions, losses, damages, liabilities, judgments, settlements (each, a “Claim”), including all costs and expenses (including attorneys’ fees and disbursements) therein, arising out of or relating to: (a) your breach or failure of your obligations under the Agreements, including any representation, warranty, covenant or guarantee made by you pursuant to the Agreements or as a condition of your use of the Website and/or the Service, (b) the gross negligence or wilful misconduct of you, (c) the placement by you of a link or other means of access to the Website and/or the Service on or in any website, service, software program or in any e-mail or other communication, or (d) your access to and use of the Website or the Service or participation in any activities arising from this Website or the Service. Such indemnity shall include any costs and expenses incurred by us in any actions taken to enforce this indemnity. We reserve the right, at your expense, to assume the exclusive defence and control of any Claim for which you are required to indemnify us and you agree to cooperate with our defence of such Claims, and you agree not to settle any such Claim without our prior written consent. We will use commercially reasonable efforts to notify you of any Claim to which we are entitled to indemnification within a commercially reasonable period of time upon becoming aware of such Claim.
8. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY ACT OR OMISSION OF OURS OR ANY OF OUR AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS, GRANTEES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF DATA OR CONTENT (INCLUDING ANY OF YOUR PROGRAM DATA), WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER WE NOR ANY OF OUR AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS, GRANTEES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS ARE LIABLE FOR THE CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF LOSS, DAMAGES OR INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU SPECIFICALLY AGREE AND ACKNOWLEDGE THAT:
IN THE EVENT THAT THIS SECTION 8 IS DETERMINED BY ANY COURT TO BE UNENFORCEABLE, YOU AGREE THAT ANY CLAIM THAT YOU BRING AGAINST HealthR Technologies OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS, GRANTEES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS THEREOF SHALL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY, AND SUCH CLAIM SHALL NOT BE CONSOLIDATED WITH THE ARBITRATION, HEARING OR OTHER PROCEEDING (INCLUDING WITHOUT LIMITATION ANY OTHER SUIT OR CLASS ACTION) BROUGHT BY OR AGAINST ANOTHER USER OR US WITHOUT OUR EXPRESS WRITTEN CONSENT.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9. FORCE MAJEURE
Without limiting the provisions of Section 8 or any other provision of the Agreements, under no circumstances will we or any of our affiliates, agents, employees, directors, officers, donors, grantees, licensors, content providers, service providers or volunteers be held liable for any delay or failure in performance (including with respect to the provision or operation of the Service) resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or the non-performance or unauthorised action of third parties, including any action or inaction by a User that is not permitted by these Terms.
10. ELECTRONIC COMMUNICATIONS
We can only give you the benefits of this Website and our Service by conducting business through the Internet, and therefore we require you to consent to our giving you Communications electronically. This Section 10 informs you of your rights when receiving Communications from us electronically. For contractual purposes, and as a necessary condition to our agreeing to allow you to use the Website and/or the Service, you agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing and shall have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand executed agreement are subject will govern the Agreements. Your consent to receive, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non waivable rights. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent to receive Communications electronically you must, at that time and in order to give effect to such withdrawal, immediately cease using the Website and the Service. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications between us prior to the time you withdraw your consent. A printed version of the Agreements shall be admissible in judicial or administrative proceedings based upon or relating to the Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
11. CHOICE OF LAW
These Terms shall be governed by and construed in accordance with English law and HealthR Technologies and you irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England. Access to the HealthR Technologies Website and HealthR Technologies Service may not be legal by certain persons or in certain countries. If you access the HealthR Technologies Website from outside the United Kingdom, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction and every other jurisdiction that may apply. To the extent that any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms it shall not affect the enforceability of the remainder of these Terms and Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction. These Terms set out the entire agreement and understanding between the parties in respect of the subject matter of these Terms. No purported variation of these Terms shall be effective unless it is in writing and signed by HealthR Technologies.
If you wish to contact us for any reason, please contact us at email@example.com, or use the “Contact” link on this Website.
13. TERMINATION; SURVIVAL OF TERMS
Termination. You agree that we, upon the deletion of your user account with your wellness platform provider, you will no longer have the right to access the Website or the Service, and we may immediately terminate your access to the Website and the Service.
Upon the deletion of your account with your wellness platform provider we may either delete the Program Data or retain the Program Data on behalf of our clients for as long as needed to provide services to our client for which we incurred any obligation prior to your deletion, and in no event shall we be required to delete any of Our Technology, Our Content, or any Program Data.
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE OR THE SERVICE OR THE DELETION OF YOUR PROGRAM DATA.
Survival of terms. Except as set forth in these Terms, in the event of the termination or expiration of your right to access or to use the Website or the Service, all of your rights pursuant to these Terms, the Service and the Website shall terminate immediately; provided, however, that the rights and the obligations of the parties set forth in Sections 1, 4 and 5 and Sections 7 through 14, along with any other provision of these Terms required to enforce your or our rights and obligations hereunder, shall survive the termination or expiration of these Terms and shall continue in effect as described therein.
Use of the Website or the Service is unauthorised in any jurisdiction that does not give effect to all provisions of the Agreements, including without limitation this Section 14. Paragraph headings and subheadings are solely for the convenience of reference and shall not be given any weight or effect in the interpretation or construction of the Agreements. Waiver of any breach or default under any provision of the Agreements shall not be effective unless it is in writing and executed by us, and shall not be deemed to be, and shall not be, a waiver of any subsequent or continuing breach of, or default under, such provision or of any other provision. The Agreements constitute the entire agreement between you and us and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Website or the Service. The Agreements, including these Terms, are personal to you, and you may not transfer, assign or delegate your right and/or duties under the Agreements to any third party. Any attempted transfer, assignment or delegation in violation hereof is void. If any provision of the Agreements is deemed invalid or unenforceable for any reason, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreements shall continue in full force and effect. Any rights not expressly granted herein are reserved.