Terms of Service Agreement
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CREATING A PROFILE OR USING OR ACCESSING THE SITE. BY CREATING A PROFILE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, DO NOT CHECK THE BOX BELOW, AND YOU WILL NOT BE AUTHORIZED TO USE OR ACCESS THE SITE OR THE SERVICES, OR ANY OF THE CONTENT, FUNCTIONS OR MATERIALS LOCATED THEREIN.WELLalarm™ Web Site Terms and Conditions
This WEB Site and the Services it provides are intended to supplement other available methods of healthcare information storage and medical emergency communications options. Your use of the Site and the Services should be in conjunction with, and not be in lieu of, alternative information storage, communication with Your primary care physician or other medical professionals, and taking any and all other reasonable steps in a medical emergency. Our objective is to make the Services accessible at all times, but the Site and the Services may be interrupted, limited or suspended at any time due to technical difficulties OR OTHER FACTORS beyond our control, or for purposes of maintenance OR OTHER OPERATIONAL REQUIREMENTS. We cannot guarantee that any information provided to those who access your data in a medical emergency will be TIMELY, complete or correct. We will make reasonable efforts to post notices on the Site in advance of material interruptions in the operation of the Services or material changes in the Services, but because of the potential for interruptions in access to the Site and the Services, You may not always be able to access the Services provided on the Site. You hereby acknowledge and agree that You will not rely solely OR exclusively on the Site and the Services for the purposes of storing OR ACCESSING medical and emergency information, and that You will utilize other reasonable means for planning responses to medical emergency situations.
The following terms and conditions (the “Terms and Conditions”) govern Your (“You” or “User”) use of this Web site (the “Site”) and the services that it provides (the “Services”). [ADD LINK TO DESCRIPTION OF SERVICES PAGE] The Site is made available by WELLalarm™, LLC (“WELLalarm™” or “we” or “us” or “our” or other similar pronouns). Your use of certain areas or features of the Site may be subject to additional or separate terms and conditions, which will be posted or otherwise made available to You in connection with such area or feature. We may change the Terms and Conditions from time to time, and at any time, by posting such changes on the Site. BY ACCESSING, USING, BROWSING, OR BUYING ON THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If You do not agree to these Terms and Conditions, You may not access or otherwise use the Site.
1. Proprietary Rights.
1.1 Rights to Content. As between You and WELLalarm™, WELLalarm™ owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, copy, etc.), software, code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including the rights of authorship and attribution and subsequent modification), sui generis rights and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) therein.
1.2 Limited License. We offer the Site and its services only to those who may lawfully enter into and form contracts under applicable law. For example, minors are not allowed to submit or access information to the Site, become a User or perform other transactions on the Site. Your use of the Site does not grant to You ownership of any content, software, code, data, or materials You may access on the Site. Any commercial use or exploitation of the Site is strictly prohibited. You may view the content on the Site on Your personal computer or other Internet-compatible device, and make single copies or prints of the content on the Site for Your personal, non-commercial use only. We do not grant any license or other authorization to any user of our content, trade names, trademarks or service marks.
1.3 Creation of Account; Possession. The online file containing the emergency information and/or medical records of a User that can be accessed, stored, browsed, or updated only by such User and those he or she designates shall be called an “Account”. By creating an Account, you accept these Terms and Conditions, and affirm that you are over the age of 18 and are a U.S. resident.
2. Site Content.
2.1 Not a Substitute for Medical Advice. We neither practice medicine nor give medical or health advice. The content on the Site is intended for informational purposes. and nothing on the Site is intended to be used for medical diagnosis or treatment. The content on the Site should not be used as a substitute for a professional medical consultation, and Users should not rely on the Site in place of questions to, visitation or consultation with, or advice from a qualified healthcare provider.3. Access to and Use of the Site.
2.2 HIPAA. Health care professionals and consumers alike have become increasingly aware of the need for privacy and security of a person’s personal health information. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) is the federal law pursuant to which health care professionals and other covered entities must not only recognize patient privacy with regard to that patient’s personal health information, but health professionals must also provide certain notices and have certain safeguards in place to ensure the security of such individually identifiable information. Although WELLalarm™ is not a covered entity as that term is defined in HIPAA and is not subject to its requirements, WELLalarm™ recognizes and supports the spirit of the privacy laws and this has been considered in the design of its services.
3.1 Levels of Access.
(a) Our “Basic,” or limited, access to and use of the Site and the Services is provided to Users free of charge. Basic Services include storage of emergency medical information, access to the basic functions of the WELLcalendar, and a subscription to our Newsletter.
(b) Subscribers to our “Premium” or “Platinum” levels are granted full access to and use of the Site and the Services, with some restrictions imposed as determined by the level of subscription. Generally, “Premium” or “Platinum” Services include storage of medical information and emergency information, access to most or all of the functions of the WELLcalendar, faxing capabilities, a subscription to our Newsletter, and our emergency access and notification feature via email, text or phone. The information stored in a User’s Account and the emergency access and notification features can be linked to a WELLcharm™, WELLtag™ or other WELLalarm™ productpurchased by the User through the Site or in retail stores. Please see our Services Description page for further details of levels of Service that we provide. [ADD LINK]
3.2 Subscription Fees. Users may create an Account free of charge, and may receive limited access to the Site and our non-Premium Services without payment of any fees. For Users who subscribe to our “Premium” or “Platinum” levels of Service, the fees for such subscriptions are on the fee schedule set forth in the “Our Services” section of the Site. [ADD LINK TO FEE SCHEDULE] Subscriptions are purchased on a pre-paid, annual basis, and will renew automatically at the beginning of each yearly billing cycle. Users who terminate their paid subscriptions may choose between downgrading to our free “Basic” Services or terminating their Account altogether. By registering as a subscriber on the Site, You authorize us to charge Your credit card for the amount of applicable subscription fee.
3.3 Encryption; Password Protection. When You enter information into Your Account, that information will be communicated using encryption technology. However, we do not guarantee that: (a) the information, during its transmission into the Account, will be protected against loss, interruption, misuse or alteration by third parties; or (b) our encryption cannot be breached. It is Your responsibility to ensure that no unauthorized person shall have access to Your User ID and Password. You agree to notify us if You become aware that Your password has been compromised or that there is any other security problem with the Services
3.4 Submission of Information. Users may upload, input and fax their personal health information and medical records, X-rays and other personal medical images, and other health-related information into their WELLalarm™ accounts WELLalarm™ will electronically store and maintain Users’ Accounts on servers at WELLalarm™ or at the site of a third party acting on WELLalarm’s™ behalf. To the extent permitted by law, any information, data or images submitted to us shall become our property and will not be returned. You are solely responsible for the accuracy and completeness of the information submitted to Your Account.
4. Prohibited User Conduct.
You are responsible for the communications entered into Your Account. You warrant and agree that, while using the Site and the Services and features offered on or through the Site, You shall not:
(a) transmit any information that is libelous, defamatory, invasive of another’s privacy, obscene or pornographic;
(b) use the Site to threaten, harass, abuse or otherwise use the Site in violation of WELLalarm’s™ or any third party’s intellectual property or other proprietary or legal rights;
(c) intercept or attempt to intercept the transmission of files or other’s private communications or gain unauthorized access to other computer systems through the Site, or upload anything that contain viruses, worms, Trojan horses, corrupted data or other code that manifests or potentially could manifest contaminating or destructive properties;
(d) insert Your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes;
(e) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of information, users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site;
(f) falsely or fraudulently purport to be an employee or agent of WELLalarm™ or impersonate any person or entity, whether actual or fictitious, or misrepresent Your affiliation with any other person or entity;
(g) use the Site or the Services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such Services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; or
(h) use the Site or the Site’s Services in violation of any applicable law.
You further agree that You may not attempt (or encourage or support any one else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Site or the Site’s services, or any content thereof, or make unauthorised use thereof. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Site.
5. Right to Monitor and Editorial Control.
You hereby grant WELLalarm™ and all other persons or entities involved in the operation of WELLalarm™ and the Site the right to access, possess, transmit, receive, monitor, copy, store, and use the information in Your Account or which You otherwise provides to us to provide our Services and operate the Site. WELLalarm™ reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Site by Users, and WELLalarm™ is not responsible for any such information or materials. WELLalarm™ reserves the right at all times to disclose any information or materials as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in WELLalarm’s™ sole discretion are objectionable or in violation of these Terms and Conditions, WELLalarm's™ policies or applicable law. We may also impose limits on certain features of the forums or restrict Your access to part or all of the Site without notice or penalty if we believe You are in breach of the guidelines set forth in this paragraph, our Terms and Conditions or applicable law, or for any other reason without notice or liability.
6. User Information.
In the course of Your use of the Site, You may be asked to provide certain personalized information to us, including, without limitation, your name, address, e-mail address, medical records, medical images, and other healthcare information (such information referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Site’s Privacy Policy [ADD LINK TO PRIVACY POLICY] which is incorporated herein by reference for all purposes. You acknowledge and agree that You are solely responsible for the accuracy and content of User Information, and You agree to keep it up to date. You hereby agree that Your use of the Services and the Products authorizes WELLalarm™ to release User Information to anyone who contacts us and provides Your personal identification code, and that WELLalarm™ shall have no duty to verify the identity of the individual requesting Your User Information or the legitimacy of the emergency situation. You acknowledge that such individuals may include, without limitation, individuals designated by You, bystanders and first responders to an emergency situation.
7. Submitted Materials.
Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from You through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Site’s Privacy Policy. By submitting or sending Submitted Materials to us, You: (i) represent and warrant that the Submitted Materials are original to You, that no other party has any rights thereto (i.e., that the material You submit does not infringe the rights of a third party), and that any “moral rights” in Submitted Materials have been waived, and (ii) You grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that You provide to us, and we may delete or destroy any such Submitted Material at any time.
8. Linking to the Web Site.
You agree that if You include a link from any other Web site to the Site, such link shall: (i) not contain any logos without the prior consent of WELLalarm™, but rather should merely read “WELLalarm™ Web Site” or “WELLalarm™” in plain text, (ii) open in a new browser window; and (iii) link to the full version of the HTML formatted home page of the Site. You are not permitted to link directly to any image hosted on the Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on the Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other Web site to the Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke Your right to link to the Site from any other web site at any time upon written notice to You. To find out more information about our linking policies, or to seek our permission, You may email: Links@WELLalarm.com
9. Third Party Web Sites.
You may be able to link from the Site to third party web sites and third party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or operated by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites. Any reliance on the contents of a third party web site is done at Your own risk and You assume all responsibilities and consequences resulting from such reliance. Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to You in connection with Your use of, or reliance on, any content, goods or services available on any other site. You should direct any concerns to that site’s administrator or webmaster.
10. Indemnification.
You agree to defend, indemnify on demand and keep WELLalarm™ indemnified, and hold harmless WELLalarm™ and any of its affiliates and/or related entities, and their directors, officers, employees and agents from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from Your use of the Site or the Services thereon, Your placement or transmission of any message, content, information, software or other materials through the Site, or Your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these Terms and Conditions. WELLalarm™ reserves the right, at its own expense, 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 WELLalarm’s™ defense of such claim.
11. Orders for Products and Services.
We may make certain products available for purchase through the Site to visitors and registrants of the Site, including, for example, our personalized, information-storing jewelry. You may only order products if You are 18 years old or older. You agree to pay in full the fees we specify for any purchases You make either by credit/debit card concurrent with Your online order or by other payment means acceptable to WELLalarm™. You agree to pay all applicable taxes. If payment is not received by us from Your credit or debit card issuer or its agents, You agree to pay all amounts due upon demand by us. Certain products that You purchase and/or download on or through the Site may be subject to additional terms and conditions presented to You at the time of such purchase or download.
12. Copyright Agent.We respect the intellectual property rights of others, and require that the people who use the Site do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please forward the following information to WELLalarm’s™ Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
Copyright Agent
WELLalarm™ Inc.
7 East 14th Street
New York, New York 10003
Copyright@wellalarm.com
- Your address, telephone number, and email address;
- A description of the copyrighted work that You claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by You that You have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest; and
- A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorised to act on the copyright owner’s behalf.
13. LIMITED WARRANTY
WELLalarm™ warrants that the WELLcharms™, WELLtags™ and other products shall be in form and substance substantially as they appear in images of such products contained on the Site, subject to adjustments for differentials in size, color, special features and the like. If You are not satisfied for any reason with any product purchased through the Site, as Your sole and exclusive remedy, you may return the complete product in its original packaging to WELLalarm™ within thirty (30) days of Your receipt of such product, and WELLalarm™ shall issue to You a full refund, using Your original method of payment, in the amount of the purchase price of such product; provided that such refund will only be issued if the identification code linking such WELLalarm™ product to Your Account has not yet been activated.
14. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE LIMITED WARRANTY CONTAINED IN SECTION 13, THE SITE AND ALL SERVICES, CONTENT, FUNCTIONS, PRODUCTS AND MATERIALS PROVIDED THROUGH THE SITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, USEFULNESS, ADEQUACY OR SUITABILITY OF CONTENT, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT, REPRESENT OR COVENANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE FREE OF HUMAN AND MACHINE ERRORS, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. WE CANNOT AND WILL NOT GUARANTEE THAT ANY OF YOUR HEALTHCARE PROVIDERS WILL TRANSMIT ANY PORTION OR ALL OF YOUR MEDICAL RECORDS OR OTHER DATA. YOU SHOULD NOT RELY EXCLUSIVELY ON THE SITE TO PROVIDE YOUR ACCURATE AND COMPLETE, PRESENT, PAST, OR FUTURE HEALTH INFORMATION. WE WILL NOT VERIFY THE TRUTH AND ACCURACY OF INFORMATION SUPPLIED BY YOUR HEALTHCARE PROVIDERS OR SUBMITTED TO US BY YOU. YOU ARE SOLELY RESPONSIBLE FOR IDENTIFYING AND CORRECTING ANY AND ALL ERRORS STORED BY THE SITE ON YOUR BEHALF. YOU ARE SOLELY RESPONSIBLE FOR KEEPING YOUR INFORMATION ACCURATE AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR THE RECONSTRUCTION OF ANY LOST OR INTERRUPTED DATA. RELIANCE ON INFORMATION FROM THE SITE IS AT YOUR OWN RISK. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WELLALARM™ ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES DUE TO VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE PROPERTIES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR SOFTWARE FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. WE ALSO WILL NOT BE LIABLE FOR THE AUTHORIZED OR UNAUTHORIZED USE, MISUSE, AND/OR DISCLOSURE OF INFORMATION THAT IS STORED AND/OR MAINTAINED IN YOUR ACCOUNT.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WELLALARM™ AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH WELLALARM™ OR ITS AGENTS. ANY PRODUCTS ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY WELLALARM™ “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND WELLALARM™ OR ITS LICENSOR OR SUPPLIER.
15. LIMITATION OF LIABILITY.
IN NO EVENT SHALL WELLALARM™, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST BUSINESS OR LOST SALES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES, PRODUCTS, CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING HEREUNDER OR FROM YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, PRODUCTS, CONTENT, MATERIALS OR FUNCTIONS EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO WELLALARM™ FOR THE PRODUCTS.
16. Termination.
WELLalarm™ may terminate, change, suspend, add to or discontinue any aspect of the Site or the Site’s Services at any time, in our sole discretion, and without liability to You or any other user. WELLalarm™ may restrict, suspend or terminate Your use of or access to the Site and/or its Services if we believe You are in breach of or are attempting to breach our terms and conditions or applicable law, or for any other reason without notice or liability (including, for example, if we learn that You have provided us with false or misleading information, or interfered with other users or the administration of our Site or services). Any User who is a subscriber to our “Premium” or “Platinum” level of Services and who chooses to cancel their subscription or whose access to the Site and the Services is terminated by WELLalarm™ shall be entitled to a refund in the amount of subscription fee proportional to such User’s unused term of subscription.
17. Changes to Terms and Conditions and Site.
WELLalarm™ reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, and we will post the revised version on this Site. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Site and/or the Services offered on or through the Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
18. Miscellaneous.
The Terms and Conditions and the relationship between You and us shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard exclusively in the appropriate state or federal courts located in the State of New York, County of New York, and You agree to submit to the personal and exclusive jurisdiction of such courts. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions by WELLalarm™ must be made in writing and signed by an authorized representative of WELLalarm™ specifically referencing these Terms and Conditions and the provision to be waived. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. There are no third party beneficiaries to this Agreement. The provisions in Sections 10, 13, 14 and 15 are for the benefit of WELLALARM™ and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to enforce those provisions against You on its own behalf. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, WELLalarm's™ successors, assigns and licensees. WELLALARM™ may assign its rights and obligations under these Terms and Conditions to any party at any time without notice. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, WELLalarm's™ successors, assigns and licensees. You may not assign any part of Your rights and obligations under these Terms and Conditions without the prior written consent of WELLalarm™. The following provisions of these Terms and Conditions shall be deemed to survive the expiration or earlier termination of the applicability of these Terms and Conditions to any User: Sections 1.1, 7, 10, 12, 13, 14, 15 and 18.
19. Further Inquiries.
You may direct questions about these Terms and Conditions, or other issues, to: Legal@WELLalarm.com.
Last Modified: July 1, 2008
