Wellzio Inc. ("Wellzio," "we," "us") provides this web site and all site-related services (collectively, the "Site") subject to your compliance with the terms and conditions set forth in this agreement (the "Agreement"). This Agreement governs the relationship between Wellzio and you ("you" and "your") with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement.
We reserve the right at any time to:
Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting on the Site. Your continued use of the Site after such notice will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.
1. Registration. You agree to (a) provide accurate, current and complete information about yourself and your practice as prompted by our registration form (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate this Agreement and your use of the Site.
As part of the registration process, you will be asked to input your email address and select a password. You will be responsible for the confidentiality and use of your password and agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, you must promptly change your password by visiting the "Profile" tab after logging on to the Site, and immediately notify us of the problem by visiting the "Contact Us" link on the Site's home page. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
2. License. Conditioned upon, and subject to, Your compliance with the terms and conditions of this Agreement, Wellzio hereby grants You the personal, non-exclusive and non-transferable limited right and license to, during the term of this Agreement, access, install and use, as applicable the Site. Wellzio and its licensors reserve all rights not expressly granted to You in this Agreement including, without limitation, all right, title, and other intellectual property rights to the Site. The use of the Site is licensed, not sold.
3. Pricing.You agree to pay the annual subscription fee that is set forth on the registration page and if you desire to continue accessing the Site, you agree to pay any future subscription fee as established by Wellzio from time to time. If you fail to pay the annual subscription fee, then Wellzio shall have the right to terminate this Agreement and your use of the Site. No refunds will be made for early Termination of the contract prior to the end of the active subscription period(s).
4. Information Provided by Wellzio. Although Wellzio strives to provide information that is both useful and current, medical research and information changes frequently and is subject to varying interpretations. Accordingly, although Wellzio endeavors to use reasonable care in assembling the information, the information may not be up-to-date, accurate or complete, and the information cannot be construed as medical or professional advice on any subject matter. YOU ACKNOWLEDGE AND AGREE THAT WELLZIO SHALL HAVE NO LIABILITY FOR ACCURACY OR APPLICABILITY OF ANY INFORMATION THAT IS ON THE SITE.
YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE WILL ALLOW YOU TO PROVIDE HEALTH AND MEDICAL_RELATED SERVICES TO YOUR PATIENTS, AND THAT YOU ARE ENTIRELY LIABLE FOR ANY ADVICE OR INSTRUCTIONS THAT YOU PROVIDE TO YOUR PATIENTS AND WELLZIO EXPRESSLY DISCLAIMS ALL LIABILITY THEREFORE. YOU AGREE TO INDEMNITY, DEFEND AND HOLD HARMLESS WELLZIO FROM ANY ACTIONS OR INACTIONS OF YOUR PATIENTS AND OTHERS THAT ACCESS THIS SITE.
6. Ownership and Restrictions on Use.The Site is owned and operated by Wellzio and the information provided by the Site (and any intellectual property and other rights relating thereto) are and will remain the property of Wellzio and are protected by the copyright, trademark and other laws of various jurisdictions, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute any content or information available on or through the Site (other than your own medical information) without our prior written permission.
The trademarks, logos, and service marks displayed on the Site (collectively the "Trademarks") are the registered and unregistered trademarks of Wellzio, Wellzio's licensors and suppliers, and others. The Trademarks owned by Wellzio, whether registered or unregistered, may not be used in connection with any product or service that is not Wellzio's, in any manner that is likely to cause confusion with customers, or in any manner that disparages Wellzio. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Wellzio, Wellzio's licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Wellzio will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
7. Termination.This Agreement shall remain effective until terminated in accordance with its terms. If you fail to pay the annual subscription fee, or if you breach any term of this Agreement, then we may terminate this Agreement immediately upon notice to you. Upon termination of this Agreement, your right to use the Site shall immediately cease.
8. Uptime Guarantee.Wellzio will use commercially reasonable efforts to ensure that the site will be available for use at least 95% of the time over each calendar month, available between the hours of 8.00AM and 6.00PM, Indian Standard Time, Monday through Saturday for the duration of the Term, subject to the following exceptions: (i) scheduled maintenance for updates and bug fixes; (ii) the failure or malfunction of equipment, applications or systems not controlled by Wellzio; (iii) any third party or public network or systems unavailability; or (iv) circumstances or causes beyond the control of Wellzio, including, without limitation, instances of force majeure. THE FOREGOING SETS FORTH WELLZIO'S SOLE AND EXCLUSIVE OBLIGATION, FOR ANY FAILURE TO MEET THE UPTIME REQUIREMENTS AND/OR ANY SERVICE INTERRUPTIONS AND/OR SERVICE DEFICIENCIES OF ANY KIND WHATSOEVER.
9. Disclaimers.THE SITE, THE MATERIALS ON THE SITE, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND THE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WELLZIO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WELLZIO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF WELLZIO OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT INCLUDE ANY TECHNICAL SUPPORT AND YOU ARE SOLELY RESPONSIBLE FOR END USER SUPPORT.
YOU ACKNOWLEDGE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THAT WELLZIO SERVICE IS SUITABLE IN QUALITY AND PERFORMANCE FOR USE BY YOU. BECAUSE WELLZIO SERVICE IS NEITHER FAULT TOLERANT NOR FREE FROM ERRORS, YOU AGREE TO BE RESPONSIBLE FOR IMPLEMENTING SUCH MEASURES OR PROTECTIONS AS ARE NECESSARY TO PREVENT INJURY OR LOSS FROM FAILURE OF WELLZIO IN CONNECTION WITH YOUR USAGE.
Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site's completeness or correctness.
10. Limitation of Liability.NEITHER WELLZIO NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, THE SOFTWARE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, MATERIALS, SOFTWARE OR ANY LINKED SITE IS TO STOP USING THE SITE, MATERIALS, SOFTWARE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO WELLZIO FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE TOTAL AMOUNT PAID BY YOU, IF ANY, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM, TO ACCESS THE SITE. ADDITIONALLY, YOU RELEASE WELLZIO AND THEIR DIRECTORS AND OFFICERS FROM ALL LIABILITY IN EXCESS OF THE LIMITATIONS SET FORTH ABOVE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
11. Indemnification.You agree to indemnify, defend and hold Wellzio, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement; and/or (b) your activities in connection with the Site.
12. Cancellation.Wellzio does not offer subscription cancellation and no refunds will be made for early termination of the contract prior to the end of the active subscription period(s).
13. Renewal.You can renew your subscription no earlier than 3 months before it expires. At the end of each subscription period a grace period of 30 calendar days will be given to renew the annual subscription and continue using the Wellzio system. The grace period of 30 calendar days will terminate on the midnight, local time, of the 30th calendar date following the termination of the just ended subscription period. If you fail to renew your subscription within the grace period, you will not be allowed to use the web site.
14. Miscellaneous.This Agreement is governed by and construed in accordance with the laws of the State of Washington, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the State of Washington, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with Wellzio's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
15. Terms specific to the Republic of India.The Agreement is published in compliance of, and is governed by the provisions of Indian law, including but limited to : a). The Indian Contract Act, 1872, b). The (Indian) Information Technology Act, 2000, and c). The rules, regulations, guidelines and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the ''SPI Rules''), and the (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (the ''IG Rules'').