1. SCOPE AND ACCEPTANCE
Please read these terms of service (“Terms " or "Agreement" ) carefully as they constitute a legally binding agreement between you (the term “Customer”, “User”, “You”, or “Your” refers to the individual or legal entity, as applicable, accessing or using Wellcome.me website located at https://www.wellcome.me (the “Site”), applications or software provided or made available by Wellcome.me collectively called “the Services,”.
These Terms apply to all users of the Services, including Customers, the administrators of accounts on behalf of the Customers (the “Administrator”), together with employees, visitors and contractors who are provided access to the Services by the Customer or Administrator and interact with the Service and its functionalities, collectively, the “Users”. If a Customer registers for a Trial Period, this Agreement will also govern the Trial Period.
By accessing, browsing and using the Services, you indicate that:
- You have read and accept to be bound by these Terms of Service.
- You are of legal age in the jurisdiction in which you reside to form a binding contract with Wellcome.me (the “Minimum Age”).
- You have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.
IF YOU DO NOT ACCEPT OR AGREE TO BE BOUND BY THESE TERMS OF SERVICE OR AGREEMENT, YOU MAY NOT ACCESS OR USE ANY OF OUR SERVICES.
In these Terms of Service, the following capitalized wording shall have the following meaning:
1.1 “Administrator": The person or persons appointed by the Customer to manage the Customer’s account, which has specific administrator functionalities, such as the ability to create Users, enter their information and define their rights and modify settings.
1.3 “Business day”: Any day other than Saturdays, Sundays and public holidays in Australia.
1.4 “Content”: Any content and information provided on, by or through the Service or as part of or in connection with the Services, which may include but is not limited to customer data, text, software, images, audio and video clips, links and references.
1.5 “Customer Data”: Any content, data and information provided by the Customer in the context of using the Services including user information uploaded in the Service
1.6 “Customer Equipment”: The Customer’s computer hardware, ipads, software and network infrastructure used to access the Services.
1.7 “Customer Subscription”: The plan selected by the Customer that includes all or part of the Services.
1.8 “Customer”: Any legal entity or individual that opens an account to receive a Service from Wellcome.me.
1.9 “Documentation”: Any user materials, instructions, specifications and other documentation made available by Wellcome.me to you for the Services.
1.10 “Initial Term”: The first term of the Agreement as chosen by the Customer when subscribing to the Services.
1.11 “Intellectual Property Rights”: All copyrights, patents, database rights, confidential information, trademark rights, designs and models rights and/or any other intellectual property rights (whether registered or unregistered), including technical and/or commercial know-how, methods and concepts, whether or not patentable; applications for registration, and the right to apply for registration, for any of these rights; and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
1.12 “Services”: Any of the web and mobile applications or software provided by Wellcome.me in the form of Software-as-a-Service (SaaS) available online through the Site, and the underlying servers and software used to provide such applications. A detailed description of the Services can be found on the Site.
1.13 “Support Services”: Wellcome.me’s customary set up and training services, technical support, and Software maintenance via phone, email, or online chat.
1.14 “Term”: Total duration of the Agreement between the Parties, including, as the case may be, successive renewals.
1.15 “Trial Period”: As defined in section 6.
2. GRANT OF RIGHT TO USE OF THE SERVICES
2.1 During the term of this Agreement, Wellcome.me hereby grants the Customer, Administrator and the Users, a limited, revocable, non-exclusive, non-transferable right to access, install (only for the portions of the Services that are available for download by Wellcome.me) and use the Services included in the applicable Customer Subscription in accordance with these Terms. From and after the date of any such purchase and for the remaining duration of the term of this Agreement, Wellcome.me hereby also grants the Customer, Administrator and the Users a limited, revocable, non-exclusive, non-transferable right to access and use, in accordance with these Terms, any additional Services that are purchased by the Customer, for an additional cost, during the term of this Agreement. The Customer and/or the Administrator are responsible for ensuring that its use of the Services is in accordance with these Terms.
2.2 The right to use the Services described in Section 3(a) is granted subject to the restrictions in terms of the number of Administrators, functionalities and/or transactions attaching to the applicable Customer Subscription, as described on the Site. It is granted for the sole purpose of enabling the Customer and Users to access and use the Services for the Customer’s own lawful internal business purposes. Unless otherwise stated in writing, the right to use the services described in Section 3(a) cannot be transferred or sublicensed to any third party, in whole or in part, without the written prior approval of Wellcome.me.
2.3 Except for the rights of use and other rights expressly granted herein, no other rights are granted to the Customer, the Administrator or any User. The Customer expressly acknowledges that the access or use of a Service does not imply a transfer of any Intellectual Property Right to the Customer, Administrator on behalf of the Customer or any User. All Intellectual Property Rights and all derivative rights related to the Site and the Services continue to be retained by Wellcome.me or its licensors.
2.4 Notwithstanding anything to the contrary in this Agreement, Wellcome.me shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Wellcome.me will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Wellcome.me offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3. ACCOUNT CREATION
3.1 To obtain access to the Services, you are required to create an account with Wellcome.me. There are two types of user accounts. There is the Administrator Account which is created by the Customer or the Administrator on behalf of the Customer. The second is an Employee Account which allows the Employee to login and book the days that he/she will be in the office. The Customer or Administrator must complete a registration form, designating a User ID and password. Until the Customer applies for and is approved for a User Account, access to the Service will be limited to the areas of the Service, if any, that Wellcome.me makes available to the general public. When registering with Wellcome.me, the Customer or the Administrator on behalf of the Customer must: (a) provide true, accurate, current and complete information about the Customer as requested by the Service's registration form (such information being the "Registration Data") (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, and (c) (i) to upload User Data to the system, and (ii) to review the accuracy and completeness of data existing in the Service which pertains to the Customer and Users.
3.2 Only a Customer or an Administrator who lawfully possesses a Customer’s or Administrator’s User ID and password may use a Wellcome.me account. Users who are employees must keep the User ID, password and QR codes assigned to them in their apple or google wallet confidential and not allow any third party to access or use the Service on their behalf. Users should immediately change their password or request a new QR code or personable identification code if they suspect misuse of their account. Customer or Administrator on behalf of the Customer should contact Wellcome.me immediately if they suspect any security breach in the Service. Each Customer is responsible for all activities of the Administrators that take place with their account. Wellcome.me will not be liable for any loss or damage arising from any unauthorized use of accounts.
3.3 It is the responsibility of the Customer or Administrator on behalf of the Customer to protect their User ID and password and to change their password as frequently as they deem necessary. Wellcome.me shall have no responsibility to verify the identity of any person accessing the website through a valid User ID and password. The Customer or Administrator on behalf of the Customer registers and uploads information about users (employees, visitors and contractors). The Customer remains responsible for the confidentiality of the Users’ Data.
4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
4.1 By creating an account with Wellcome.me, the Customer or Administrator on behalf of the Customer understands that we may send them communications or data regarding the Services, including but not limited to (a) notices about use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Wellcome.me’s products and services, via email. We give the Customer or the Administrator on behalf of the Customer the opportunity to opt-out of receiving non-essential email from us by following the opt-out instructions provided in the message.
4.2 Wellcome.me offers a communications service and the Service may send to Users, texts (SMS) and emails (“Content” or “Messages”), including via Slack integration, which may be stored by Wellcome.me or our third-party providers. By entering the contact information of your Company’s employees and agents into Wellcome.me, you certify their intent to register to receive text messages from Wellcome.me, thus making us compliant with the Telecommunications (Consumer Protection and Service Standards) Act. You are responsible for notifying and obtaining the consent of such employees and agents prior to providing Wellcome.me with their contact information. You also take responsibility for any text messaging and data fees your or their cell phone carrier or other service provider might charge in association with messaging from Wellcome.me.
5. CUSTOMER SUBSCRIPTION, FEES AND PAYMENT
5.1 All fees for each possible Customer Subscription are indicated on the Site. The fees are stated in US Dollars and are exclusive of any applicable taxes including, but not limited to sales, use, GST, and VAT taxes, duties, levies and currency exchange settlements unless stated otherwise. The Customer agrees to pay the applicable fees and any applicable tax or fee that may accrue in relation to all use of the Services accessed through the Customer’s account, including all fees resulting from unauthorized use.
5.2 The Customer understands that a Customer Subscription may offer a maximum limit on the usage of the Services in terms of the number of t administrator accounts, and undertakes to use the Services in accordance with these limits. The Customer further understands that an additional service fee will be due in case the number of administrator accounts exceeds the limits of the Customer Subscription.
5.3 The Customer or Administrator on behalf of the Customer may choose to receive invoices every month at the end of the month or can opt for prepayment for a 12 months’ period. The annual subscription fee includes a 10% discount compared to the monthly subscription fee.
5.4 If the Customer or Administrator on behalf of the Customer opts for the annual subscription and wishes to subscribe to additional option(s) or to upgrade the subscription plan, Wellcome.me will make an appropriate adjustment of the fees on a pro-rated basis for the period until the end of the Initial Term.
5.5 Wellcome.me reserves the right to adapt the fees published on its Site. Any price change will not affect existing subscriptions, but will only apply to new subscriptions. If such change would result in lower prices or otherwise works towards the Customer’s advantage (but not in case the lower prices result from higher government levies or taxes), the Customer or Administrator on behalf of the Customer may request its fees due to be adapted as from the date of the Customer’s request by sending an email to email@example.com. Such requests will not lead to any reimbursement of part of already paid fees for a Customer Subscription.
5.6 Provision of the Services is conditional upon the payment by the Customer or Administrator on behalf of the Customer of all fees associated with the Services in accordance with this Agreement. Any late or missed payment will automatically lead to a suspension of the Service. Any dispute regarding an invoice must be notified to Wellcome.me via email within fifteen (15) days of the invoice being received.
5.7 All subscriptions are payable by credit card only. Credit card payments are processed through the secured facilitator Stripe. Online payments are executed via a closed security system (SSL), through which the Customer’s bank details are always encrypted when they are sent via the Internet.
5.8 Wellcome.me may assess a late charge if the Customer does not provide timely payment details or pay on time. The Customer must pay these late charges when we bill the Customer for them. The late charge will be 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Wellcome.me may use a third party to collect past due amounts. A delinquent Customer must pay for all Wellcome.me’s costs and expenses (including without limitation reasonable attorney’s fees) incurred to enforce any such delinquency in payment. We may suspend or cancel Service if the Customer fails to pay in full on time.
6. FREE TRIAL PERIOD
6.1 The Customer or Administrator on behalf of the Customer has the right to request (only) one (1) trial period free of charge per Company to experience the features and functionalities of the Services before making a purchasing decision (the “Trial Period”). If the Customer renews its account at the end of the Trial Period, the Customer will not be eligible for another free Trial Period for the same Company. If Wellcome.me discovers that the Customer has registered several times for Trial Periods for a certain Company, Wellcome.me reserves the right to restrict or terminate any of the Customer’s accounts in Wellcome.me’s sole discretion and/or to refuse all current or future use of the Service (or any part thereof).
6.2 During the Trial Period, Wellcome.me makes its Services available to the Customer or Administrator on behalf of the Customer with full access to all functionalities mentioned in the Customer Subscription and full support. For Services used during the Trial Period, Wellcome.me does not make any binding commitments, obligations, representations or warranties in connection with the Services, as the Services are provided “as is” and “as available” during the Trial Period.
6.3 The Trial Period starts from the creation of a Customer’s account, which is confirmed by an email sent by Wellcome.me to the email address provided by the Customer or Administrator on behalf of the Customer. The Trial Period is valid for fourteen (14) days unless the Customer’s or Administrator’s use of the Service is terminated earlier in accordance with these Terms. Once the Trial Period expires, Wellcome.me reserves the right in Wellcome.me’s sole discretion, to restrict or terminate the Customer’s or Administrator’s access to the Service (or any part thereof).
6.4 Notwithstanding the foregoing, Wellcome.me has the right to modify the conditions of the Trial Period or to discontinue it entirely at any time, without prior notice, including, but not limited to, when Wellcome.me believes that the Customer or Administrator on behalf of the Customer applies for a Trial Period not to make any purchasing decision, but for any other (unlawful) purpose such as to engage instead in industrial espionage.
7. REFUND POLICY
All fees relating to Customer Subscription, including the initial fees and any subsequent automatic renewal fees, are non-refundable. If you pay via credit card and wish to go through a chargeback process for any reason, you shall notify Wellcome.me in writing prior to beginning any such chargeback process. If you fail to provide Wellcome.me with such notice in violation of the foregoing sentence: (a) Wellcome.me may charge you a $100 chargeback fee and request reimbursement for any fees that Wellcome.me incurs in connection with such chargeback process (the fees in this subsection (a), collectively, the “Chargeback Fees”) and (b) you shall pay to Wellcome.me any such Chargeback Fees.
8. SERVICE MAINTENANCE AND UPGRADES
8.1 Wellcome.me will perform maintenance activities and updates of the Services regularly. Wellcome.me is also keen to innovate and improve its Services. The Customer acknowledges and agrees that Wellcome.me may, in the future, offer new features through the Services or change the form and nature of the latter in a non-material manner. Such new features or modified Services shall be subject to this Agreement.
8.2 Wellcome.me may limit at any time the access or use of the Services to the extent necessary for maintenance or to perform modifications or enhancements to the Services. Wellcome.me strives to schedule maintenance and upgrades mostly during weekends. Wellcome.me will inform the Customer at least 24 hours in advance of scheduled maintenance which may have a substantial impact on Users. Downtime or other Service interruptions caused by scheduled maintenance will not entitle the Customer to reimbursement of any Fees or other compensation from Wellcome.me.
9. CUSTOMER SUPPORT
9.1 Through its customer support service and provided that the Customer is current on the payment of Fees. Wellcome.me will strive to provide clear and conclusive answers to any questions or comments of the Customer or Administrator on behalf of the Customer about its experience with the Services to contribute to the solution of a problem that has been identified relating to the Customer’s access to or use of the Services. Questions and comments should be made in writing via email at firstname.lastname@example.org or through online chat when the Customer or Administrator is logged in.
10. RESTRICTIONS ON USE OF THE SERVICES
10.1 As between the parties, Customer is responsible for, (i) all activities conducted under its User logins, (ii) obtaining and maintaining any Customer Equipment and any ancillary software and/or services needed to connect to, access, install (only for the portions of the Services that are available for download by Wellcome.me) and, (iii) ensuring that it has the proper third-party licenses to make use of the Services with.
10.2 Customer shall use the Services solely for its internal business purposes, in compliance with applicable law (including any and all privacy and spam laws), and shall not: (a) resell, sublicense, lease, time-share or otherwise make the Services available to any third party (including customers of Customer); (b) process, send, or store infringing or unlawful material using the Services; (c) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein; (d) modify, copy or create derivative works based on the Services; (e) do any "mirroring" or "framing" of any part of the Services, or create Internet links to the Services which include log-in information, user names, passwords, and/or secure cookies; (f) reverse engineer the Services; (g) propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data; (h) access or use the Services for the purpose of building a competitive product or service or copying its features or user interface; or (i) use the Services, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication.
11. ACCEPTABLE USE
11.1 Illegal Activity
11.1.1 The Customer and the Administrator on behalf of the Customer shall use and access the Service only in compliance with the Agreement and with all applicable laws and regulations. The Customer is responsible for the use of the Services by the Administrator, other users, including its employees, managers, directors, contractors, visitors, and any other User authorized by the Customer or Administrator on behalf of the Customer.
11.2.1 The Customer or Administrator is not authorized to take any action that may jeopardize the safety or security of the Services, the Site or of the network used. This includes, but is not limited to, distributing, downloading, uploading or transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancelbots including use of any scripts, web crawlers, spiders, robots, or site/search retrieval or any other harmful or deleterious program that may infringe the Services or the Site and the interests of both Wellcome.me and its Customers, Users and other customers. The Customer and Administrator must refrain from processing any content that may burden or disturb the applications’ and Site’s infrastructure or their proper functioning.
11.2.2 The Customer or Administrator agrees to immediately notify in writing Wellcome.me of any breach of security or unauthorized use of the Customer’s account or User Data and commits to take all appropriate measures to prevent unauthorized access or use (e.g. ensuring that the Customer or Administrator on behalf of the Customer exits its account at the end of each session and that the Customer Login Data are adequately protected).
12. Limited Use
12.1 The Customer is aware that the Services are meant to manage employees/ guests’ and visitors’ visits. The Service is a check-in and booking platform and Wellcome.me is not responsible for the Customer Equipment including the iPad the app runs on (that sits at reception) or the mobile devices that are used to check in.
13. CONTENT MANAGEMENT
13.1 The functionality of one or more of the Services enables the Customer or Administrator on behalf of the Customer to add content to the application(s) underlying such Services. The Customer and/or Administrator are solely responsible for the content that the Customer and its Administrator may add. The Customer or Administrator shall not create, transmit, display or make otherwise available any Content that is unlawful, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, or hateful (including viruses, worms and any other destructive codes).
13.2 Wellcome.me reserves the right, in its sole discretion, to:
- Remove or refuse to process any of the Customer’s content in Wellcome.me’s sole discretion.
- Take any action with respect to any of the Customer’s content that we deem necessary or appropriate in Wellcome.me’s sole discretion, including if Wellcome.me believes that such content violates this Agreement, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Services, the Site or the public, or could create liability for Wellcome.me.
- Disclose the Customer’s or User’s identity or other information about the Customer or User to any third party who claims that material posted by the Customer or Administrator on behalf of the Customer violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services or the Site.
- Terminate or suspend the Customer’s or Administrator’s access to all or part of the Services of the Site for any violation of this Agreement.
14. TEXT MESSAGING
14.1 Wellcome.me provides features that allow automated text messages to be sent to Users, and for Users and to send and receive short text messages also called SMS to Users. The text messages are sent through a third party service provider.
14.2 All SMS sent by the Users will be charged ten (10) cent USD per SMS. If the Customer is on a monthly subscription, they will be charged the same day as their Wellcome.me subscription. If the Customer is on an annual subscription, they will be charged on the last business day of the month.
14.3 All SMS messages will be sent from a phone number registered to Welcome.me.
Please be advised that Wellcome.me is not in any way affiliated with any Carrier, and the Services are not endorsed, administered or sponsored by any of the Carrier. The Carriers or Wellcome.me shall not be liable for any delayed or undelivered messages.
15. INTELLECTUAL PROPERTY
15.1 Except as otherwise expressly set forth herein, the Services, the Site and each of their entire contents, features, and functionalities (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Wellcome.me, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The access or use of the Site or the Services does not imply a transfer of the Intellectual Property Rights to the Customer, Administrator or any User.
15.2 The Customer and/or Administrator agrees not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, commercially exploit, communicate, circulate, or in any way transfer or assign the applications underlying any Services, any Services or any portion of the Site, or any part thereof, to any third party, without the express prior written consent of Wellcome.me. The Customer and/or Administrator further agrees that it will not disassemble, decompile, reverse engineer, create derivative works from or otherwise modify the applications underlying any Service, any Service or any portion of the Site, except to the extent permitted by applicable law and in accordance with this Agreement.
15.3 The Customer represents and warrants that:
- The Customer or the Administrator on behalf of the Customer owns or controls all rights in and to the content added to an application using the Services and has the right to grant the license granted above to Wellcome.me and its affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of the Customer’s content does and will comply with this Agreement.
- The Customer understands and acknowledges that the Customer is responsible for any content that it or its Administrators, Users submit or contribute, and the Customer, not Welcome.me, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Wellcome.me is not responsible or liable to any third party for the content or accuracy of any such content.
16. CUSTOMER DATA OWNERSHIP
- Customer shall retain all ownership rights in and to all Customer Data passing through or generated by the Services. Wellcome.me shall have and retain all ownership rights in the Services and all work provided by Wellcome.me in the course of providing Customer Support (if any). The Customer grants Wellcome.me a worldwide, royalty-free, sub-licensable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by the Customer and by its Users during the Term.
- Notwithstanding any other provision in this Agreement, Wellcome.me reserves the right to compile and use (for benchmarking, data analysis and marketing), aggregated usage User Data and statistics, and to disclose these aggregated statistics, as long as these do not describe or identify any individual User or Customer. Wellcome.me does not give Customer access to the answers provided by the Users in the health and safety customizable questions. The Customer only gets access to see if the User’s access was accepted or denied.
- Wellcome.me shall own any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the operation of the Services.
17. DATA PROTECTION AND PRIVACY
17.1 In order to operate and provide the Service, we must collect certain information about the Customer and Users. We may also utilize browser cookies to assist in identifying and working with Users.
17.2 Wellcome.me (as Processor) will process personal data on behalf of the Customer (in its capacity of Controller). The Customer and/or Administrator shall be responsible to obtain the appropriate legitimate basis to perform the processing activities with respect to their employees, contractors, visitors and Users under this Agreement.
18. SUSPENSION AND TERMINATION OF THE SERVICE
18.1.1 Wellcome.me has the right to suspend the Customer’s or Administrator’s access to the Service in case of a material breach of these Terms by the Customer, Administrator or any User authorised by the Customer. Wellcome.me will promptly inform the Customer or Administrator of the reasons for the suspension. Customer and/or Administrator will be given a thirty (30) to remedy the breach if such a remedy is possible. Fees may continue to accrue during a suspension, and Wellcome.me may charge the Customer a reinstatement fee following any suspension of the Services. Any reinstatement fee must be paid before the Services can be restored.
18.2 Termination for Cause
18.2.1 Wellcome.me may terminate this Agreement by written notice with immediate effect and without any liability if:
- The Customer or Administrator fails to rectify a material breach of this Agreement within thirty (30) days of receiving written notice describing the nature of the breach and specifying the intention to terminate this Agreement if the breach is not rectified;
- The Customer or Administrator commits a material breach of this Agreement which cannot be remedied;
- The Customer or Administrator commits repetitive breaches of this Agreement resulting in an irrecoverable loss of trust on the part of Wellcome.me;
- Wellcome.me has reasonable suspicion of fraudulent, unauthorized, improper or illegal use of the Services by the Customer or Administrator.
- A force majeure event lasting for more than ninety (90) days.
18.2.2 In the event of Termination for Cause for any of the reasons above, the Customer or Administrator shall not be entitled to the refund, either in full or in part, of paid fees.
18.3 Consequences of Termination
18.3.1 The Customer’s account may be deactivated upon termination or suspension of this Agreement. Deactivation means that the Service will be unavailable in whole or in part and that the Customer or Administrator therefore may not have access to the content that it has added to an application using the Services. Deactivation does not mean that the account, and the associated content, will be immediately and irrevocably removed. Wellcome.me guarantees to keep such content available for at least sixty (60) calendar days following the day of deactivation.
19. ACCOUNT CANCELLATION BY CUSTOMER
19.1 You can cancel your User Account at any time by sending an email to email@example.com with the subject line “Account Cancellation” from your email address or that of your account Administrator and returning any equipment, if applicable. You are solely responsible for properly cancelling your account. If you cancel the Service before the end of a paid month or annual subscription period, your cancellation will take effect immediately and you will not be charged again, but you will not be entitled to a refund for any remaining portion of your current billing period. If you cancel after your current billing period has ended and an automatic renewal has taken effect, you will be required to pay for the full automatic renewal period and will not be entitled to a refund for any portion of the remaining renewal period after your cancellation. Upgrading or downgrading your Customer Subscription may cause the loss of content, features or capacity of your account.
20. WARRANTY AND DISCLAIMERS
20.1 Access to the service
20.1.1 During the Term, Wellcome.me warrants that the Service will perform materially in accordance with the Documentation and these Terms. Wellcome.me does not warrant that the Service will be completely error-free or uninterrupted. Wellcome.me will, at its own expense and as its sole obligation and your exclusive remedy for any breach of the warranty in this Section, use commercially reasonable efforts to correct or provide a workaround for any reproducible error in the Service reported to Wellcome.me by you in writing with 30 days after you experience the error (“Error”). If, however, Wellcome.me, in its reasonable discretion, is unable to provide a correction or workaround for any such Error, Wellcome.me may terminate these Terms upon notice to you and, as its sole obligation, Wellcome.me shall refund the amounts you paid for the Service for the period during which the Service was not accessible to you. The warranties set forth in this Section 19(i) do not cover or apply to (a) any Error caused by Customer, Administrator or its Users, (b) any Error or unavailability of the Service caused by use of the Service in any manner or in any environment inconsistent with its intended purpose, or (d) any equipment or software or other material utilized in connection with the Service used by you contrary to manufacturer’s instructions.
20.2 Right to Customer Content and Customer Data
20.2.1 You represent and warrant that you have the right to use the Customer Content as contemplated by these Terms, and/or direct Wellcome.me to use the Customer Content as part of the Services provided to you under these Terms. In addition, you represents and warrant that you have: (a) given adequate notice and made appropriate disclosures to all Users regarding your use and disclosure and Wellcome.me’s processing of Customer Data; and (b) obtained all necessary rights, and, where applicable, all appropriate and valid consents to disclose such Customer Data to Wellcome.me and to permit the processing of such Customer Data by Wellcome.me for the purposes of Wellcome.me providing the Services.
19.3.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICE IS PROVIDED WITHOUT OTHER WARRANTIES OF ANY KIND AND WELLCOME.ME SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.
21.1 The Customer or Administrator on behalf of the Customer agrees to defend, indemnify, and hold harmless Wellcome.me, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to such Customer’s, Administrator or any of its Users’ violation of these Terms of Service or use of the Services or the Site, including, but not limited to, content added by the Customer, Administrator on behalf of the Customer or any of its Users to any application underlying the Services, any use of the Site’s content, services, and products other than as expressly authorized in these Terms or the Customer’s or any of its Users’ use of any information obtained from the Site.
22. LIMITATION OF LIABILITY
22.1 IN NO EVENT WILL WELLCOME.ME BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THESE TERMS, THE SERVICES, THE HARDWARE, OR THE SYSTEM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WELLCOME.ME’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SERVICES, THE HARDWARE, AND THE SYSTEM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO WELCOME.ME UNDER THESE TERMS DURING THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE LIMITATION OF LIABILITY IN THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
23. FORCE MAJEURE
23.1 Wellcome.me shall not have any liability or be considered to be in breach or default of its obligations under the Agreement, to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to force majeure. In such an event, it is understood that no refund will be owed to the Customer. Force majeure shall be taken to mean any circumstance beyond the Wellcome.me’s control that entirely or partially prevents compliance with their obligations in respect of the Customer.
24. GOVERNING LAW AND DISPUTES
24.1 These Terms of Service, your access and use of the Site and Services and the relationship between Customer, Administrators, Users and Wellcome.me is governed by the laws of the province of New South Wales, Australia without giving effect to its conflict of law provisions. Users consent to jurisdiction and venue exclusively in the courts in the province of New South Wales, Australia. Users further agree that Wellcome.me retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of these Terms or related to use of the Service must be filed by you within six (6) months after such claim or cause of action arose or be forever barred.
25.1 Severability; Entire Agreement
25.1.1 These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, the parties will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between the Customer or the Administrator on behalf of the Customer and us regarding the Service. It supersedes any prior contract or oral or written statements regarding the use of the Service.
25.2 Assignment and transfer
25.2.1 We may assign, transfer, or otherwise dispose of our rights and obligations under this Agreement, in whole or in part, at any time without notice. The Customer or Administrator may not assign this Agreement or transfer any rights to use the Service without Wellcome.me’s express prior written consent.
25.3 Independent Contractors; No third-party beneficiaries
25.3.1 This Agreement does not create any agency, partnership, or joint venture between the Parties. This Agreement is solely for Users and our benefit. It is not for the benefit of any other person, except for permitted successors.
25.4 Use of Names and Logos
25.4.1 Each party may include the other's name and logos in its customer or vendor lists and other materials.
25.5.1 No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Wellcome.me to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.
25.6 Third Party Services
25.6.1 We have entered into arrangements with one or more service providers (third parties) that are essential to maintenance of the Site and Services without which the Services could not be provided to you.
25.7 Modification of these Terms
25.7.1 Wellcome.me may modify these Terms at any time. Modifications become effective immediately upon your or your Users first access to or use of the Services after the “Last Updated” date at the bottom of these Terms. We will use commercially reasonable efforts to notify you of any material changes to these Terms by email sent to the address you have provided to us. Your continued access to or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms.
25.8 Contacting Us
25.8.1 If you have any questions about these Terms and/or our Services, suggestion or feedback about the Site or Services, please contact us via email at: firstname.lastname@example.org.
Effective Date: 23 November 2020