Version 1.6. Last Modified: February 20, 2019
Welcome to Wellocity!
READ THESE TERMS CAREFULLY BEFORE BROWSING OR USING ANY PART OF THE SITE. USING THIS SITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE SITE IF YOU DO NOT ACCEPT THESE TERMS.
IF YOU USE WELLOCITY’S COMMUNITY FORUMS OR COACH WEBSITES, DO NOT CONSIDER THE COMMUNITY OR COACH WEBSITE AS MEDICAL ADVICE. NEVER DELAY OR DISREGARD SEEKING PROFESSIONAL MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ ON COMMUNITY OR COACH WEBSITE. YOU SHOULD ALWAYS SPEAK WITH YOUR DOCTOR BEFORE YOU START, STOP, OR CHANGE ANY PRESCRIBED PART OF YOUR CARE PLAN OR TREATMENT. WELLOCITY UNDERSTANDS THAT READING INDIVIDUAL, REAL-LIFE EXPERIENCES CAN BE A HELPFUL RESOURCE, BUT IT IS NEVER A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT FROM A QUALIFIED HEALTHCARE PROVIDER. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR DIAL 911 IMMEDIATELY.
Types of Users
“The User,” “You” and “Your” refer to the person, company, or organization (including any employee of such company or organization) that has visited or is using the Site and/or any of the Services. A User may be a Client User, Coach, both or none (e.g. a visitor to a Site only).
“Coach” refers to users of the Site, whether an individual or business who offer to provide coaching services to Client Users. Coaches are not the employees or agents of Wellocity.
“Client” refers to users of the Site, whether an individual or business who requests and/or purchases services from a Coach.
Description of the Services
Wellocity Services and the Site offer wellness programs and tools that are designed for health and wellness and to help you prevent and manage your chronic conditions. Wellocity also provides a Telehealth based coaching platform and marketplace for coaches and a Mobile Application for users with personalized content, a peer community and tracking for exercise, vitals, nutrition, medications and more to keep users engaged and motivated towards improving their health. Wellocity may offer certain in-app purchases and the use of such purchases will be subject to these Terms unless otherwise specified when You make the purchase. Additional terms may apply based on the specific purchase You make (such as, purchases on a Coach website may have additional terms that apply to that Coach’s services).
We may alter the Site and the Materials and/or may choose to modify, suspend or discontinue the Site at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, We promise to inform You of any modifications to these Terms by posting them on the Site and, if You have registered with Us, by describing the modifications to these Terms in an email that We will send to the address that You provided when registering on the Site. To be sure We properly reach Your email inbox, We just ask that You let Us know if Your preferred email address changes at any time after Your registration.
If You object to any such modifications, Your sole recourse shall be to cease using the Site. Continued use of the Site following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Site. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
By using the Site, You promise that You are at least 18 years of age. If you are not 18 yet, you may not access or use any part of the Site.
In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and access and use the Our websites, portals and Services; Your right to use the Site and Materials is conditioned on Your compliance with these Terms. You have no other rights in the Site or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner. If You make copies of any of the Materials or any other Site content, We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on the Site.
Unfortunately, if You breach any of these Terms the above license will terminate automatically and You must immediately destroy any downloaded or printed materials (and any copies thereof).
We make available Mobile Applications to access the Site via a mobile device. To use the Mobile Application You must have a mobile device that is compatible with the Mobile Application. We do not warrant that the Mobile Application will be compatible with Your mobile device. We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that We may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to Your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):
- You acknowledge that these Terms are between You and Us only, and not with Apple, Inc. (“Apple”).
- Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
- We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Our iOS App.
- You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to Our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Us as provider of the iOS App.
- You agree that We, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
- You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
- You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
- The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of Our iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as they relate to Your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Android-powered mobile device (an “Android App”):
- You acknowledge that these Terms are between You and Us only, and not with Google, Inc. (“Google”).
- Your use of Our Android App must comply with Google’s then-current Android Market Terms of Service.
- Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for Our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Our Android App.
We may elect to provide you with support or modifications for the Mobile Applications (“Support”), in Our sole discretion, and We may change, reduce or terminate such Support at any time without notice to you. We reserve the right to charge fees for Support.
Using the Site
We appreciate You visiting the Site and allow You to do just that – stop by and check it out – without even registering with Us!
However, in order to access certain password-restricted areas of the Site or Mobile Applications (such as viewing portals and other User Submissions (defined below)) and to use certain Services such as our coaching or wellness programs (as a coach or a user) and Materials offered on and through the Site and Mobile Applications, You must successfully register an account with Us.
If You want an account with Us, You must submit the following information through the account registration page on the Site:
- A working email address;
- First and last name;
- Your preferred username and password.
We may also give you an opportunity to provide additional, optional information so that We can provide You a more customized experience when using the Site –but, We will leave that decision with You. Once You submit the required registration information, We alone will determine whether or not to approve Your proposed account. If approved, You will be sent an e-mail detailing how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You. And, if You forget Your password – no worries as We will happily send a password update to Your provided email address.
You are responsible for complying with these Terms when You access the Site or any part of the Site, whether directly or through any account that You may setup through or on the Site. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of This Site as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access the Site. Should You believe Your password or security for This Site has been breached in any way, You must immediately notify Us.
Paid Services and Fees
Certain Services are paid Services. For example, there are certain fees to purchase coaching services and to signup for a Coach website and email there is an associated subscription fee. This section explains how we handle payments for those paid Services. For certain paid Services, such as domain registrations and Coach website subscriptions, We’ll automatically bill You in regular intervals (such as monthly or annually) unless You disable auto-renewal or cancel your subscription As explained in more detail in the Subscription section below.
Fees. You can access certain portions of the Services by submitting a fee payment (such additional services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with these Terms or may be one-time fees. We’ll tell you about fees for Paid Services before charging you If you don’t pay for Paid Services on time or Our Payment Processor cannot charge Your credit card, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging You. Our fees will appear on the payment page. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.
Taxes. All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You’re responsible for all applicable Taxes, and We’ll charge Taxes in addition to the fees for the Services when required to do so. If You’re exempt from Taxes, You must provide Us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided We’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Wellocity has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to You under the laws of your country (where You are established, have a permanent address or usually reside), You shall be liable for payment of any such indirect Taxes. Where Wellocity does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to You, You may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside). As a Coach, You are responsible for payment of all of Your own taxes and Wellocity will not deduct Taxes from payments to You.
By registering for an account with Us and purchasing a subscription, such as for a Coach website, you agree to the subscription period for which you have signed up. SUBSCRIPTIONS WILL CONTINUE INDEFINITELY AND RENEW FOR THE SAME PERIOD OF TIME OF YOUR INITIAL SUBSCRIPTION PERIOD, UNTIL YOU CANCEL. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL EQUIVALENT PERIOD AS THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU ON THE SITE WHEN YOU ORIGINALLY SUBSCRIBED AND YOU WILL BE CHARGE THE APPLICABLE FEES, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED.
You may cancel your subscription for the next subscription period at any time at least seven (7) days prior to the renewal date by following the instructions on your account settings page or contacting email@example.com. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires, but your payment method will be charged, and you will be required to pay, any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan. All sales and payments of subscription fees (if any) will be in US Dollars.
You agree to pay all applicable fees related to Your use of the Site and Our Services which are described fully on the Site. The fee that We will charge You for Your subscription will be the price posted on the Site on the date that You register for a subscription. We do not provide price protection or refunds in the event of promotions or price decreases.
You are liable for paying any and all applicable sales and use taxes for the purchase of Your subscription based on the mailing address that You provide when You register.
Refunds for Paid Services
While you may cancel any Paid Services as set forth on the payment page or as set forth in the Subscription section or as set forth in the Refunds for Coaching Services section, You won’t be issued a refund except in our sole discretion, or if a refund is legally required. We may offer a free trial so you can try out a Coach website, or any other subscription. Please note applicable statutory rights of cancellation may not result in a refund, as We do not charge for this trial period.
Refunds for Coaching Services
All services purchased on Our Site and marketplace are subject to Our terms which include refund and prorating policies for coaching appointments, packages and subscriptions. Depending on the Coach’s terms on a particular Coach’s website for any Coach services that you purchase, You may or may not be permitted to cancel an appointment up to the time limit before the appointment. For any cancellations, You won’t be issued a refund except in Our sole discretion, or if a refund is legally required.
To reschedule or cancel a session, Clients must use the reschedule or cancel buttons in their appointment confirmation email at least 24 hours in advance of the scheduled session to avoid being charged for the session.
To ensure clients are familiar with the nature and quality of the coaching services rendered by any Coach(es) we encourage all clients to take advantage of the free consultation offered by all coaches to see if they are a good fit for the client.
We don’t offer refunds for coaching appointments (only packages as set forth below) but Clients can reschedule or cancel 24 hours in advance of the scheduled coaching appointment.
Client may request a refund for any coaching package purchased by providing a written notice to Us at firstname.lastname@example.org no later than thirty (30) days following Client’s purchase of the coaching package in accordance with the terms below (such period, the “Refund Notice Period”). The written notice must state in reasonable detail the facts and circumstances which are the basis of the Refund Request (each, a “Refund Notice”). The Client’s failure to submit a Refund Notice within the Client Refund Notice Period will constitute Client’s permanent waiver of his or her right to request a refund for those services.
All unused sessions from a purchased coaching package expire 12 months after initial payment.
Refunds requested in writing prior to the beginning of any sessions in a coaching package will be given in full, less a $75 administration fee.
After coaching sessions in a package have begun, if the Client does not wish, for any reason, to complete the coaching package a refund will be administered minus a $75 administration fee and the full price (not discounted package price) of each coaching session previously used. When a coaching package has sessions of different types or durations, the price for each session used may be different and will be reflected in calculating the refund amount.
We will generally issue a partial refund for any unused coaching services to the Client within ten (10) days of receiving the Refund Notice.
We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If You don’t agree with the fee changes, You have the right to reject the change by canceling the applicable Paid Service before your next payment date.
If You contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to Us (“Chargeback”), We may automatically terminate Your account. If You have questions about a payment made to Us, We encourage You to contact Customer Support before filing a Chargeback. We reserve the right to dispute any Chargeback.
Our Payment Processor
If you are a Coach We require you to sign up for Chase Integrated Payments to accept payments on the Wellocity coach portal. All terms are between You and Chase and Wellocity is not a money transmitter, payment processor or party to Your transaction. You must not use another payment processor for your Coach website. An applicable processing fee may be applied to payments to Coaches prior to deposit in their bank account. By agreeing to these terms, Client User acknowledges that you are fully aware that it is part of the transaction between yourself and the Coach.
Wellocity or its payment processor Chase will email User a receipt when your card has been charged. If User’s card cannot be charged, Your access to Site may be suspended and you will need to update Your card information in order to resume use.
Fees for Third Party Services
Third Party Services purchased via the Services may be subject to different refund policies that those Third Party Services determine, and they may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It’s Your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, We don’t offer refunds for purchases of Third Party Services.
By using the Services, You consent to receiving electronic communications from Wellocity. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services These electronic communications are part of your relationship with Wellocity and You receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
Additional Terms Applicable to Coaches
The following terms are in addition to the above terms and are applicable to You if you sign up to be a Coach on the Site. As a Coach, You represent and warrant that:
– You have the required qualifications, credentials and expertise to provide coaching advice and that any credentials you post are accurate, truthful, complete, and not misleading and You agree to provide Wellocity with a copy of any credentials on Wellocity’s request;
– You will not use the Services for any business other than for providing coaching services to registered users;
– You will abide by all applicable laws and regulations in your interactions on the Services and with any other User (e.g. Clients), whether online or offline;
– You will not engage in any activity that will require Wellocity to obtain any licenses from or pay any royalties to any third party;
– You will respond to users seeking your services in a timely fashion, so as to ensure quality of service to users;
– If you are in a jurisdiction where any form of coaching requires a license, credential, certification or other form of governmental or third party license, consent, authorization or permission, You shall not use the Services as a Coach until such license, consent, authorization or permission has been obtained.
You agree that You are not an employee of Wellocity and not entitled to any benefits provided by Wellocity. You are an independent contractor only. You will execute a business associate agreement with Wellocity on Wellocity’s request. If You do not execute a business associate agreement with Wellocity, You will not be permitted to access any of the health information that your user clients may submit to the Site. You acknowledge and agree that Wellocity is not a Covered Entity under the Health Insurance Portability and Accountability Act of 1996.
As an independent provider offering services through Our Site, You must maintain and carry your own liability coverage. Many policies today can include telehealth, so a good place to start is to reach out to your current carrier to determine if live video consults are covered.
We do not make any guarantees regarding the users or number of users that may use Your coaching services.
Communication Between Sessions
While communicating with Clients the Coach shall use the HIPAA compliant messaging in the Wellocity app and agrees not to use email or other messaging apps.
Additional Terms Applicable To Users That Purchase Coaching Services
You acknowledge and agree that We do not conduct any background checks on Coaches and We do not vet Coaches or endorse them.
Any descriptions of a Coach on the Site, including on the Coach websites, are not an endorsement, certification or guarantee by Wellocity about any Coach, including of the Coach’s identity and/or whether the Coach is trustworthy, intelligent, accurate, smart or suitable. Instead, any such description is intended to be useful information for You to evaluate when You make your own decisions about the suitability of others whom You contact or interact with via the Site or off the Site.
We expend tremendous resources to provide our Site and Services, to connect Clients and Coaches. You are prohibited from making agreements or engaging in activities that can be deemed competitive to Us with any User outside of our platform.
At all times during your use of our Site and for a period of one year thereafter, once introduced to a User on our Site, you are prohibited from entering into any business transactions or agreements with any User outside of our Site for coaching services that are being provided on our Site. All communications between Coach and Client concerning the coaching services must be made on our Site. Users are prohibited from communicating off Our Site for the coaching services being rendered on the Site.
Clients agree not to make direct payments to any Coach and Coaches agree not to accept any direct payments for the services provided to Clients. We will terminate a User’s access to and use of the Site if such User is found to be making or accepting payment outside the Site to any User found through the Site.
At all times during your use of Our Site and for a period of one year thereafter, if a Coach receives a referral from a Client User that Coach met on our Site, the Coach agrees to transact the relationship and all financial transactions with that referral Client on Our Site.
Remedies for Violation of This Section
You recognize and agree that any violation of the disintermediation provisions set forth above, either during the term or for one year after the termination of these Terms, will cause irreparable harm to Wellocity. Violation of these Terms may result in immediate termination of Coaches account on the Site.
Links to Third-Party Sites
We think links are convenient, and We sometimes provide links on his Site to third-party websites. If You use these links, You will leave the Site. We are not obligated to review any third-party websites that You link to from the Site, We do not control any of the third-party websites, and We are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from the Site, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of the Site may allow You to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit Your activities on the Site to be shared with Your contacts in your third-party site account.
Certain areas of the Site may permit You to submit feedback, information, data, text, software, postings in the community areas of the Site, opinions, reviews, messages, or other materials as well as any photos, logos and branding or other materials You submit as a Coach for Your Coach website (each, a “User Submission”). You agree that You are solely responsible for all of Your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, We do not guarantee that You will be able to edit or delete any User Submission You have submitted.
By submitting any User Submission, You are promising Us that:
- You own all rights in Your User Submissions (including, without limitation, all rights to the reproduction and display of Your User Submissions) or, alternatively, You have acquired all necessary rights in Your User Submissions to enable You to grant to Us the rights in Your User Submissions as described in these Terms;
- You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Your User Submissions;
- Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
- You voluntarily agree to waive all “moral rights” that You may have in Your User Submission;
- Any information contained in Your User Submission is not known by You to be false, inaccurate, or misleading;
- Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
- You were not and will not be compensated or granted any consideration by any third party for submitting Your User Submission;
- Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than Your own);
- Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
- Your User Submission does not contain any information that You consider confidential, proprietary, or personal; and
- Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, You grant to Us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
- Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
- Use (and permit others to use) Your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that We deem appropriate in Our sole discretion (including, without limitation, to incorporate Your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
- Display advertisements in connection with Your User Submissions and to use Your User Submissions for advertising and promotional purposes.
The opinions expressed in User Submissions, such as those posted in Wellocity’s community forums, are solely those of the user that posted the User Submission, who may or may not have medical or scientific training. These opinions do not represent the opinions of Wellocity. The User Submissions are not reviewed by any member of the Wellocity staff for accuracy, balance, objectivity. We may, but are not obligated to, pre-screen User Submissions or monitor any area of the Site through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Site and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, You agree that We may freely disclose Your User Submission to any third party absent any obligation of confidence on the part of the recipient.
From time to time, Clients may submit reviews of Coaches; these reviews are considered User Submissions and do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. We will have no responsibility or liability of any kind for any reviews or advice you encounter on or through the Services, and any use or reliance on reviews, User Submissions or advice is solely at your own risk. Clients are prohibited from submitting false or misleading reviews that were not based on the Client’s actual experience with a Coach.
Coach Websites On Wellocity Subdomains
We offer tools to help Coaches host and create a professional looking website and email address and to conduct eCommerce activities on Wellocity, such as selling coaching services. How a Coach conducts its eCommerce activities is the Coach’s sole responsibility, and We’re not liable for it.
The Services include features that enable Coaches to provide or sell products and coaching services to, or otherwise collect payments from, your Clients (such activities, “Your eCommerce”). We’re not a party to, and We aren’t liable for, Your eCommerce. You’re solely responsible for Your eCommerce, and compliance with any laws or regulations related to it, including without limitation the following:
Taxes. You’re solely responsible for: (a) all Taxes and fees associated with Your eCommerce, including without limitation any Taxes related to the purchase or sale of products or services in connection with Your eCommerce; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your Clients of required Taxes, and providing them with invoices as required by applicable law; We do not give tax advice, and nothing we say should be interpreted as such.
Fulfillment And Delivery. You’re solely responsible for fulfilling and delivering your products and coaching services to your Clients.
Claims And Warranties. You’re solely responsible for any claims or warranties you make in connection with Your eCommerce and any claims made by Clients against You.
Customer Service. You’re solely responsible for handling any comments or complaints related to Your eCommerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on Your Coach websites so that Your Clients can submit comments or complaints to You.
Consumer, eCommerce And Other Laws. You are also responsible for complying with any consumer, eCommerce and related laws.
You may not offer or sell any products or services which, in our sole discretion: (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.
While We’d prefer not to, We may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove your account, Your Coach websites or Your eCommerce, without any liability to you or to any Clients, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). For example, We may suspend Your eCommerce if you’re violating these Terms.
To be clear, We authorize Your use of the Site only for the purposes set forth in these Terms. Any other use of the Site beyond the permitted purposes is prohibited and, therefore, constitutes unauthorized use of the Site. This is because as between You and Us, all rights in the Site remain Our property.
Unauthorized use of the Site may result in violation of various United States and international copyright laws. Because We prefer keeping this relationship drama-free, so When using this Site, you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree not to:
- In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Site;
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- To stalk, harass, or harm another individual;
- To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
- To interfere with or disrupt the Site or servers or networks connected to the Site;
- To use any data mining, robots, or similar data gathering or extraction methods in connection with the Site; or
- Attempt to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means.
Remember, these are examples only and the list above is not a complete list of everything that You are not permitted to do.
You agree to indemnify and hold Us and our officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) that we suffer in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password violates any applicable law or regulation, or a third party’s copyrights, trademark rights or other rights as well as any claims resulting from Your interactions with other Users. This means that You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
You also release, waive, discharge and promise not to sue or bring any claim of any type against Us for any loss, damage or injury relating in any way to the Site or any part thereof. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
“Wellocity” is registered a trademark that belongs to Us. Other trademarks, names and logos on the Site are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Site are Our sole property. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Intellectual Property Infringement
We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to the Site (or any portion thereof) to any user who uses the Site in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Site in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of the Site, please provide written notice to Our Agent for notice of claims of infringement:
Attn: DMCA Agent
334 Santana Row #318
San Jose, CA 95128
To be sure the matter is handled immediately, Your written notice must:
- Contain Your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
- Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
- Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification
We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, and have a policy, in Our sole discretion, to terminate the account or access of any user of the Site who is the subject of repeated DMCA or other infringement notifications.
Disclaimer of Warranties
WE DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE SITE AND ALL MATERIALS, USER SUBMISSIONS INCLUDING ALL CONTENT ON A COACH WEBSITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE IS WITH YOU. YOU ASSUME THE RISKS OF FOLLOWING ANY ADVICE ON THE SITE OR FROM A COACH OR ON A COACH WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT USER SUBMISSIONS MAY CONTAIN INFORMATION ABOUT TREATMENTS OR USES OF DRUG PRODUCTS THAT HAVE NOT BEEN APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION. WELLOCITY DOES NOT ENDORSE ANY SPECIFIC COACH, PRODUCT, SERVICE OR TREATMENT. WELLOCITY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, WHETHER ONLINE OR OFFLINE.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE AND MATERIALS AND COACHING ADVICE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Without limiting the generality of the foregoing, We make no warranty that the Site will meet Your requirements or that the Site will be uninterrupted, timely, secure, or error free or that defects in the Site will be corrected. We make no warranty as to the results that may be obtained from the use of the Site or as to the accuracy or reliability of any information obtained through the Site. No advice or information, whether oral or written, obtained by You through the Site or from Us or Our subsidiaries/other affiliated companies shall create any warranty. You are responsible for all of Your own interactions with other Users (Coaches and Clients), whether online or offline. We disclaim all equitable indemnities. You are responsible for Your own safety and You should only meet other Users in public locations.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELLOCITY AND ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR OTHER INTANGIBLE LOSSES; (C) ANY DAMAGES RELATED TO YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE PARTS, SOME OR ALL OF YOUR ACCOUNT, YOUR COACH WEBSITES OR PARTS OR ALL OF THE SERVICES, INCLUDING WITHOUT LIMITATION INTERRUPTION OF USE OR CESSATION OR MODIFICATION OF ANY ASPECT OF THE SERVICES; (D) ANY DAMAGES RELATED TO UNAVAILABILITY, DEGRADATION, LOSS, CORRUPTION, THEFT, UNAUTHORIZED ACCESS OR, UNAUTHORIZED ALTERATION OF, ANY CONTENT, INFORMATION OR DATA, INCLUDING WITHOUT LIMITATION USER CONTENT AND YOUR ECOMMERCE DATA; (E) ANY USER CONTENT OR OTHER CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY USING THE SERVICES, INCLUDING WITHOUT LIMITATION DEFAMATORY, OFFENSIVE OR UNLAWFUL CONDUCT OR CONTENT, AND WHETHER OR NOT SUCH CONDUCT IS ON THE SERVICES OR OFFLINE; OR (F) ANY THIRD PARTY SERVICES OR THIRD PARTY SITES ACCESSED VIA THE SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WELLOCITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES AND THESE TERMS EXCEED THE GREATER OF TWENTY DOLLARS ($20) OR THE AMOUNTS PAID BY YOU TO WELLOCITY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. WELLOCITY DISCLAIMS ALL LIABILITY ARISING OUT OF A USER’S ACTS OR OMISSIONS.
Local Laws; Export Control
We control and operate the Site from Our headquarters in the United States of America and the entirety of the Site may not be appropriate or available for use in other locations. If You use the Site outside the United States of America, You are solely responsible for following applicable local laws.
Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.
However, certain violations of these Terms or any agreements that are incorporated into these Terms, as determined by Us, may require immediate termination of Your account and access to the Site with or without prior notice to You. California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes relating to these Terms or the Site will be heard in the courts located in Santa Clara County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between You and Us about the Site. For the avoidance of doubt, Coaches may have additional terms for their coaching services on their coaching websites and those terms are in addition to these Terms and those terms are solely between You as a Client and the relevant Coach. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
California Consumer Notice
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by Wellocity, Wellocity 334 Santana Row #318 San Jose, CA 95128. If You have a question or complaint regarding the Site or Service, please contact Customer Service at email@example.com. You may also contact Us by writing Wellocity, Wellocity 334 Santana Row #318 San Jose, CA 95128. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
If there is a dispute between users on the Site, or between users and any third party, You agree that Wellocity is under no obligation to become involved. In the event that You have a dispute with one or more other users, You release Wellocity, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Site.
If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us at firstname.lastname@example.org.