WellSquad Customer Terms of Service
Last Updated 4/24/2015
Agreement of Terms
License to Use our Services
Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services. Any action constituting a violation of this section will result in the immediate cancellation of your account, and you will not be entitled to a refund of any money paid to WellSquad.
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with WellSqaud and are not barred from using the Services under applicable law.
Through the Services, we provide fitness and nutritional information services including:
- Matching you to your ideal fitness partner or buddy based off of the criteria you chose when creating a profile
- The ability to select a fitness or nutrition expert offered by for the provision of nutritional information (each, a “Squad Leader”)
- Customized fitness and nutritional information from your Squad Leader based on information about your health that you provide to us and your Squad Leader through the Services
- Goal-oriented feedback from your Squad Leader as you progress towards your fitness or nutritional goals
- The ability to impute and track your fitness goal
Payment of Services
WellSquad offers a free service. However paid service are available for additional coaching and Squad Leader features. If you purchase these features, you agree to pay WellSquad the fee associated with that Service as determined by the Squad Leader. By completing and submitting the credit card or other payment authorization through the Site, you are authorizing WellSquad to charge the fees to the account you identify.
The Services contain additional restrictions on use of the social network site, which include prohibitions on uses that:
- harm the website or harm people;
- constitute fraud or are otherwise against the law
- spread malware
- involve systematic data gathering
Other potential prohibitions include using robots and using information from the site for direct marketing.
Accounts and passwords
The Services require users wishing to access social networking functionality to register an account, and to secure their passwords. Users must be above a minimum age and a residency requirement may be included. By using the site, users implicitly agree to the Services and they should be asked to expressly agree to the Services upon registration. Access to our Services The access to these services is open to all individuals that need fitness coaching by our Squad Leaders or to match with a fitness buddy. By providing contact information through any services, forms, requests, on our website you are subscribing to email communication. You may unsubscribe from this communication at any time. WellSquad is an instructional service and does not provide any tangible services or equipment. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
You may cancel your account at anytime without penalty.
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as WellSquad may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, "Service Content") or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.
Restricted Areas of the Services
Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons ("Password-Protected Areas"). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.
Links and Third Party Content
Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content" are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives. We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services. You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) "stalk" or otherwise harass another; or (xi) collect or store personal data about other users.
"WellSquad," the WellSquad logo, and any other product or service name or slogan displayed on our Services are trademarks of WellSquad, and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of WellSquad or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "WellSquad" or any other name, trademark or product or service name of WellSquad without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of WellSquad and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Insurance. WellSquad recommends that Squad Leaders purchase appropriate general liability and professional liability insurance prior to using WellSquad.
Relationship between WellSquad and Squad Leaders. THE SQUAD LEADERS REFERENCED IN THIS AGREEMENT AND THROUGH THE SERVICE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF WELLSQUAD. WELLSQUAD IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF HEALTH PROFESSIONALS OR FROM ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
No Professional Services or Advice; No Doctor-Patient Relationship
WellSquad provides the Services for informational purposes only. We provide a platform so that a Squad Leader may provide you with fitness and nutritional information relating to your fitness, weight loss and/or nutritional goals; however, you acknowledge that WellSquad is not a fitness, weight loss, registered dietitian or certified nutritionist, medical professional or certified personal trainer. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FORPROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND WELLSQUAD. YOU HEREBY AGREE THAT, BEFORE USING THE SERVICES, YOU WILL CONSULT YOUR PHYSICIAN, PARTICULARLY IF YOU ARE AT RISK FOR PROBLEMS RESULTING FROM CHANGES IN YOUR DIET OR LIFESTYLE. In becoming a user of the Services, you affirm that a physician has specifically approved your use of the Services. The Services are intended for use only by individuals healthy enough to make changes to their diets and lifestyles, and are not intended for use by minors or individuals with any type of health condition that makes the kind of changes to diet or lifestyle suggested by the Services unsafe or inappropriate. You should discontinue diet or other lifestyle changes in cases where such changes cause pain or severe discomfort, and should consult a medical expert prior to returning to diet or other lifestyle changes in such cases. We reserve the right to deny you access to the Services for any reason or no reason, including if we determine, in our sole discretion, that you have certain medical conditions.
Assumption of Risk and Indemnity
Using the Services involves the risk of physical or mental injury or illness. Specific risks vary from one diet or lifestyle change to another and the risks range from minor injuries or illness to major injuries or illness, such as catastrophic injuries including death. IN CONSIDERATION OF YOUR USE OF THE SERVICES, YOU UNDERSTAND AND VOLUNTARILY ACCEPT THIS RISK AND AGREE THAT WELLSQUAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY INJURY, INCLUDING, WITHOUT LIMITATION, PERSONAL, BODILY, OR MENTAL INJURY, ECONOMIC LOSS OR ANY DAMAGE TO YOU, YOUR SPOUSE, UNBORN CHILD, OR RELATIVES RESULTING FROM YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OF WELLSQUAD OR ANYONE ON WELLSQUAD’S BEHALF. YOU UNDERSTAND AND ACKNOWLEDGE THAT WELLSQUAD IS PROVIDING INFORMATIONAL SERVICES ONLY AND MAY NOT BE HELD LIABLE FOR DEFECTIVE PRODUCTS. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY WELLSQUAD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
Limitation of liability
WE AND OUR SUPPLIERS, LICENSORS, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Enforcement of these Terms will be governed by the laws of the State of New York, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located within the State of New York, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
Squad Leader Terms
A Squad Leader is an independent contractor and nothing in these Terms will be construed as establishing an employment or agency relationship between you and WellSquad. You have no authority to bind WellSquad by contract or otherwise. You will determine, in your sole discretion, the manner and means by which Squad Leader Services are accomplished on the Services, subject to the requirement that you will at all times comply with applicable law and these Terms. You will report to all applicable government agencies as income all compensation received by you pursuant to these Terms. You will be solely responsible for payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency. You will not be entitled to any benefits paid or made available by WellSquad to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by WellSquad pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You will indemnify and hold WellSquad harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on WellSquad to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by you pursuant to these Terms. You acknowledge that WellSquad will not carry any liability insurance on behalf of you. You will maintain in force adequate liability insurance to protect yourself from claims of personal injury or death or tangible or intangible property damage (including loss of use) that arise out of any act or omission by you. These Terms constitute the entire and exclusive understanding and agreement between WellSquad and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between WellSquad and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without WellSquad's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. WellSquad may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by WellSquad under these Terms, including those regarding modifications to these Terms, will be given: by WellSquad (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. WellSquad's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WellSquad. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions or concerns about our Services or these Terms, you may contact us at firstname.lastname@example.org.