Terms of Service

 

Last updated April 24th, 2017

Welcome to Wellevue and thank you for your interest in the Application (as defined below), the Website (as defined below), and the System (as defined below) (collectively, the “Platform”). The Platform is owned and operated by Wellevue (as defined below). These Terms of Service contain the terms and conditions that govern all use of the Platform, and all content, services and/or products available on or through the Platform (collectively, the “Wellevue Services”). The Wellevue Services are offered to you subject to your acceptance without modification (other than Special Terms (as defined below) agreed by the Parties pursuant to these Terms of Service) of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Wellevue’s Privacy Policy at www.wellevue.com/privacy-policy/, the Guidelines (as defined below) and any future modifications, and procedures that may be published from time to time on the Platform or otherwise made available to you on or through the Wellevue Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding contract between you and Wellevue. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WELLEVUE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE WELLEVUE SERVICES. CLIENTS AND/OR USERS WHO VIOLATE THESE TERMS MAY HAVE THEIR ACCESS AND USE OF THE WELLEVUE SERVICES SUSPENDED OR TERMINATED, AT WELLEVUE’S DISCRETION.

Wellevue is provided as a tool for shaping company culture and engaging employees. You understand that missions that are provided in the application are well-intended and designed making work smarter and more fun. You understand that despite this, all missions are voluntary. You alone decide which ones to do, and how to do them. You may always opt to not select or to not do a mission. DO NOT SELECT OR DO ANY MISSION THAT MAY PUT YOU OR YOU COMPANY AT RISK OF ANY HARM. YOU ARE RESPONSIBLE FOR USING WELLEVUE WISELY.

  1. Definitions

As used in these Terms, the following terms have the following meanings (such meaning to be equally applicable to both the singular and plural form of the terms defined):

Access

the possibility to enter the System via a personal computer, mobile or other device online as made available by Wellevue;

Account

the central means for Access and use of the Wellevue Services;

Agreement

the contract for using the Wellevue Services, into which these Terms have been incorporated by reference, inclusion or otherwise;

Application

the application or applications that is a part of the Wellevue Services for use on smartphones, on tablets or on other devices which may run applications;

Authorisation

the set of rights and privileges on the Wellevue Services assigned to a User by a Client;

Client

a natural or legal person who has concluded the Agreement with Wellevue;

Client
Data

Texts, images, videos and any other digital data and information, which is subjected to the Wellevue Services or otherwise inserted to the System by the Client (including but not limited to User Information, Custom texts for Missions/Quizzes/Contests, Text and Images used in Mission Posts, and comments on Mission Posts, or derivative works thereof that can be downloaded from the Website).;

Content

any data and information available through Wellevue Services or contained within the structure of the System, including Client Data, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;

Fee

payment for using the activated Account;

Free
Trial

a one-time temporary Access for the purposes of trying out the Website and Wellevue Services in accordance with any selected Plan without paying a Fee for a certain set period;

Guidelines

additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Wellevue Services;

Organisation

legal persons (such as companies) and other kinds of organised entities that Client have a business relationship with;

Party,
Parties

Wellevue and/or Client, as applicable;

Person

natural persons, either as individuals or as representatives or other types of members of Organisations, that Client have a business relationship with;

Wellevue

Wellevue S.à r.l. , a private limited company established under the laws of the Luxembourg, having its principal place of business at 681 Rue de Neudorf, L-2220 Luxembourg, Luxembourg;

Wellevue
Materials

the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Wellevue Services;

Plan

a set of criteria for calculating the Fee;

Products

the goods or services that a Client is offering to Persons and Organisations;

Services

The Platform and any content, services and/or products available on or through the Platform;

Special
Terms

any particulars, specifications and conditions by which the Parties have agreed to deviate from these Terms;

Supplier

as the context requires, Wellevue S.à r.l.;

System

the integrated cloud computing solution for providing the Wellevue Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;

User

a natural person granted with the Authorisation to use the Account on behalf of a Client;

WebSite

the compilation of all web documents (including images, php– and html files) made available via www.wellevue.com or its sub domains or domains with identical names under other top domains and owned by Wellevue; and

you

means the Client or the User, as the context requires.

  1. Supplier

Wellevue whom Client is contracting is Wellevue S.à r.l. , a private limited company established under the laws of the Duchy of Luxembourg, having its principal place of business at 681, Rue de Neudorf, L-2220 Luxembourg, Luxembourg.

  1. General Conditions
  1. Relationship of the Parties: Parties will act solely as independent contractors. The Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and Wellevue, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. The Agreement is not for the benefit of any third parties.
  2. Severability: If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
  3. Assignment: Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer the Agreement or delegate any of its rights and/or obligations under the Agreement without Wellevue’s written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer the Agreement or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganisation, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
  4. No waiver: Failure of either Party to exercise or enforce any provision of or any of its rights under the Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.
  5. Resolution of disputes: Subject to the terms and conditions set forth in Section 3.6 below, in the event of a dispute, controversy or claim arising out of or in relation to the Agreement, including but not limited to the formation, validity, breach or termination thereof, the Parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either Party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth in Section 3.6 below. Notwithstanding the foregoing and subject to the terms and conditions set forth in Section 3.6 below, either Party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. However, should an amicable settlement between Parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth in Section 3.6 below.
  6. Governing law, Jurisdiction and Dispute Resolution: Any questions relating to the Agreement which are not expressly or implicitly settled by the provisions contained in the Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg, without giving effect to any principles of conflicts of law. Any claim or dispute between you and Wellevue that arises in whole or in part from the Service shall be decided exclusively by the Courts of the City of Luxembourg.
  1. Conclusion and term of the Agreement
  1. A person may use the Wellevue Services only upon concluding an Agreement with Wellevue. The person, who wishes to enter the Agreement with Wellevue, must:
    1. be at least 18 years of age, if the person is a natural person, or have valid authorisation from his/her legal representative or custodian;
    2. be duly incorporated and have full legal capacity, if the person is a legal person;
  2. The Agreement is considered to be concluded as soon as whichever of the following occurs first:
    1. the person has received the confirmation of the creation of the Account and necessary credentials from Wellevue in order to log in to his/her/its Account;
    2. the person and Wellevue sign a contract containing Special Terms and a reference to these Terms; or
    3. for those Wellevue Services and parts of the Web Site, the use of which is not dependent on creating an Account, upon the moment of gaining factual Access thereto and commencing use thereof.
  3. Wellevue is not obliged to conclude an Agreement with any person and may refuse to do so at its sole discretion. Notwithstanding the foregoing, Wellevue has the right to decline the conclusion of an Agreement, if it has reason to believe that the person:
    1. is a current or potential competitor of Wellevue; or
    2. must be denied Access or use of the Wellevue Services according to applicable law.
  4. The Agreement remains effective until terminated.
  1. Terms of the Agreement
  1. These Terms are an inseparable part of the Agreement. They are available on the Web Site at (1) http://wellevue.com/terms-of-service/ and on the login screens of the Apps.
  2. Wellevue reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes from time to time on the Platform or otherwise making them available to you on or through the Wellevue Services. Please check these Terms periodically for changes. Your continued use of the Wellevue Services after such changes have been published on or through the Platform constitutes your binding acceptance of such changes. For any material modifications to the Terms or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Wellevue Services with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Wellevue will be governed by the Terms in effect at the time such dispute arose.
  3. The original language of these Terms is English. Wellevue may make available the translations of these Terms in certain other languages at the request of a Client. In case of conflicts between the original English version and the translations into other languages, the English version shall prevail.
  4. Each person interested in concluding an Agreement with Wellevue must carefully read these Terms and accept them. If a person does not agree to all of these Terms, Wellevue is unwilling to provide Access and Wellevue Services to that person and, as a result, that person must not order, receive, copy, execute, display, store or otherwise access or use all or any portion of the Wellevue Services and must stop such activities.
  5. The consent to these Terms is granted as follows:
    1. when  the person has marked in the sign-up form on the Web Site or in the Application that he/she/it agrees with these Terms and clicks “Sign up”, “Create account”, “Submit”, “Confirm” or other similar button, thus expressing his/her/its will to create an Account on the Platform;
    2. when the person concludes an Agreement with Wellevue; or
    3. when the person continues to use the Wellevue Services after these Terms have been changed.
  6. When using the Wellevue Services, you will be subject to Guidelines. All such Guidelines are hereby incorporated by reference into these Terms.
  7. The Parties may always agree upon Special Terms, which are also an inseparable part of the Agreement. In case of conflicts between the Special Terms and these Terms, the Special Terms shall prevail.
  8. Any new features, functions, enhancements and developments in the Wellevue Services, including the release of new tools and resources, shall be subject to these Terms.
  1. Account
  1. Certain features, functions, parts or elements of the Wellevue Services can be used or accessed only by means of an Account. The person, who wishes to create an Account, must:
    1. provide the data required by Wellevue by filling in the sign-up form in the Application or on the Web Site; and
    2. accept these Terms by clicking “Log-in”, “Create account”, “Submit”, “Confirm” or other similar button, thus expressing his/her/its will to create an Account in the Application or on the Web Site.
  2. If several persons need to use Account on behalf of Client, then Client must designate such persons as Users. For the avoidance of doubt, each User designated by such Client shall be subject to the restrictions set forth in such Client’s Agreement (including, without limitation, these Terms).
  3. If Client has designated a certain number of Users to its Account and granted them Authorisation, it is presumed that such Users have the right of representation or other authorisation to act on behalf of Client when using the Account. Wellevue is not obliged to check or verify the right of representation or validity of Authorisation of any User, but Wellevue may ask for additional information or proof of the person’s right of representation and authorisation.
  4. The Client and any of the Users associated with the Account must provide Wellevue with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
  5. Each User will be registered in the Wellevue with a unique email address. A password is generated for each User. These login credentials must not be used by multiple persons. The Client is responsible for keeping confidential all login credentials associated with the Account, so that they would not become known or available to any third persons for unauthorised uses.
  6. The Client is responsible for deleting access to Users who have left the Client’s organisation, or if there are other reasons due to which a User does not have the right to use the Account on behalf of the Client.
  7. If the Client has requested to terminate the Agreement or otherwise close or delete the Account, then Wellevue shall permanently delete the Account, including permanently delete all Client Data therein, as soon as reasonably practicable after 2 weeks but no later than within 12 months as of receipt of such request, if legal reasons doesn’t prevent us from doing so.
  1. Plans
  1. The use of Account is subject to a Fee. Upon sign-up for the Account, a suitable Plan must be selected in order to set the rate of the Fee. The rate of the Fee is different for each Plan.
  2. The Fee is charged in advance on monthly, quarterly or annual payment intervals, unless agreed otherwise between parties.
  3. All Fees are non-refundable, i.e. there are no refunds or credits available for periods where the Client did not use an activated Account, used it only partially, replaced the current Plan with a new Plan or deactivated the Account or terminated the Agreement during an ongoing payment interval.
  4. All Fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in the Agreement. Payment of such taxes, levies or duties is the responsibility of the Client.
  5. Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by Wellevue. In such an event, the Client will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.
  6. Downgrading of the current Plan may cause the loss of Content, Client Data or features of the Account. Wellevue do not accept any liability for such loss.
  7. A new Client may be entitled to a Free Trial after agreement from Wellevue. If the period of Free Trial has expired, Wellevue has the right to permanently delete the Account, including all Client Data therein.
  8. In addition to the current collection of Plans, Wellevue may offer special discounts and motivation schemes (for example finder’s feesetc).
  1. Payment
  1. In the case your account is set up for payment with credit card, Wellevue may seek pre-authorization of your credit card account prior to your purchase of Wellevue Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any Fee described herein, and authorize Wellevue to charge all sums described in these Terms to such credit card account. You agree to provide Wellevue the updated information regarding your credit card account upon Wellevue’s request and any time the information earlier provided is no longer valid.
  2. If your credit or debit card reaches its expiration date, your continued use of the Wellevue Services constitutes your authorization for us to continue billing you, and you remain responsible for any uncollected amounts.
  1. Client Data
  1. If the Client adds Client Data to the Platform, such Client Data and any kind of processing of such Client Data must be in compliance with the Agreement, best practices at the Web Site and applicable law.
  2. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, Persons and Organisations).
  3. Client must assure that:
    1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the rights of Wellevue, other Clients or Users, Persons or Organisations or is harmful (for example viruses, worms and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;
    2. Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account;
    3. Wellevue is allowed to further process the Client Data, acting as an authorised processor of Client Data on behalf of Client for the purposes of performing under the Agreement.
  4. You retain all your ownership rights in your Client Data, whether posted and/or uploaded by you or made available on or through the Wellevue Services by Wellevue. Wellevue do not guarantee any accuracy or confidentiality with respect to any information contained in any Client Data, and strongly recommend that you think carefully about what you transmit, submit or post to or through the Wellevue Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that you, and not Wellevue, are entirely responsible for all Client Data that you upload, post, transmit, or otherwise make available through the Wellevue Services, as well as for any actions taken by Wellevue or other Clients or Users as a result of such Client Data.
  5. Wellevue makes no representations that it will publish or make any Client Data available on or through the Wellevue Services, and reserves the right (but has no obligation), in its sole discretion, to refuse to allow any Client Data on the Platform, or to edit or remove any Client Data at any time with or without notice.
  6. You understand that when using the Platform, you may be exposed to other Client’s Client Data from a variety of sources and that Wellevue does not endorse, nor is responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Client Data. You understand that Wellevue cannot, and does not, review all Client Data and do not endorse any Client Data. You further understand and acknowledge that you may be exposed to other Client’s Client Data that is inaccurate, misleading, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Wellevue with respect thereto.
  7. Wellevue is not obliged, in its own initiative, to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Wellevue or if there is reason to believe that certain Client Data is unlawful, Wellevue has the right to:
    1. notify the Client of such unlawful Client Data;
    2. deny its publication in the Application or on the Web Site or its insertion to the System;
    3. demand that the Client brought the unlawful Client Data into compliance with the Agreement, best practices at the Wellevue Services or applicable law;
    4. temporarily or permanently remove the unlawful Client Data from the Web Site, Application or Account, restrict access to it or delete it.
  8. If Wellevue is presented convincing evidence that the Client Data is not unlawful, Wellevue may, at its sole discretion, restore such Client Data, which was removed from the Web Site, Application or Account or access to which was restricted.
  9. You understand that downgrading of the current Plan may cause the loss of Client Data.
  1. Restrictions
  1. The Wellevue Services and any part or element thereof are allowed to be used only in the scope, with the means and for purposes, which their functionality has been created for and made available to the Client and Users. Any such use must be done in compliance with the Agreement, best practices at the Wellevue Services and applicable law. For avoidance of doubt, this means that the Client nor any User must not:
    1. use the Wellevue Services or any part or element thereof for committing a crime, conducting some other breach of applicable law or for calling up for others to carry out such illegal actions;
    2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Wellevue Services or any part or element thereof nor otherwise attempt to extract the source code thereof, unless it is expressly allowed under applicable law, and to the extent that Wellevue is not permitted by that applicable law to exclude or limit the foregoing rights;
    3. use the Wellevue Services or any part or element thereof in the scope, which it does not agree to these Terms or other terms of the Agreement.
  2. Client or any User must ask for Wellevue’s prior express consent at least in a format which can be reproduced in writing (e-mail, fax, Skype etc), if he/she/it wishes to:
    1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Wellevue Services available in whole or in part to any third persons, unless such third person is a User;
    2. use the Wellevue Services or any part or element thereof in a scope, with means or for purposes other than those, which their functionality was created for;
    3. use the Wellevue Services or any part or element thereof by means of programmes, which send them automatic enquiries or requests, unless such programme has been made available by Wellevue;
    4. create interfaces between the Wellevue Services or any part or element thereof from one side and any third party systems from the other side, unless the Client creates such interface for its own systems.
  1. Privacy
  1. Wellevue takes the privacy of its Clients and Users very seriously. Wellevue’s Privacy Policy at www.wellevue.com/privacy-policy/ is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to Wellevue’s collection, use, and disclosure of your personal information.
  2. You understand that the Service may include certain communications from Wellevue, such as service announcements and administrative messages, and that these communications are considered part of Wellevue Service and that you will not be able to opt out of receiving them.
  1. Intellectual property rights
  1. The Wellevue Services, including without limitation, the Applications, Web Site, Services, System, Content (except Client Data) and any parts or elements thereof are solely and exclusively owned and operated by Wellevue and its third party vendors and hosting partners. Wellevue Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Client Data or other content owned and/or posted by you, all Wellevue Materials are the copyrighted property of Wellevue, its affiliates and/or third party licensors. Furthermore, all trademarks, service marks, and trade names contained in the Wellevue Materials are proprietary to Wellevue, its affiliates and/or third-party licensors, including images used under license from image banks.
  2. Your use of the Wellevue Services does not grant to you ownership of any content, code, data or any part of the Wellevue Materials you may access on or through the Platform. Any commercial or promotional distribution, publishing or exploitation of the Wellevue Materials is strictly prohibited unless you have received the express prior permission from Wellevue or the otherwise applicable rights holder. Wellevue reserve all rights to the Wellevue Materials not expressly granted in the Terms.
  3. All Content (except Client Data) is owned or controlled by Wellevue, its affiliates or its licensors, and is protected by copyright and other intellectual property laws. Subject to the foregoing, Wellevue authorizes you to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Wellevue Services. You shall not copy, distribute or publish any Content (except Client Data) or any information obtained or derived therefrom except as permitted on or through the Wellevue Services or as otherwise permitted by applicable law.
  4. You retain all your ownership rights in original aspects of your Client Data. By submitting your Client Data to Wellevue through the Wellevue Services, you hereby grant Wellevue and its affiliates, sublicensees, partners, designees, and assignees of the Wellevue Services a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce in any form, distribute, modify, adapt, prepare derivative works of, and otherwise exploit your Client Data and derivatives thereof for any purpose of providing you with the Wellevue Services.
  5. You furthermore grant Wellevue and its affiliates, sublicensees, partners, designees, and assignees of the Wellevue Services a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce in any form, distribute, sell, modify, adapt, prepare derivative works of, and otherwise exploit, the Title text and the Description text of any mission that you create or modify using the Wellevue Services.
  6. You are solely responsible for your own Client Data and the consequences of posting or publishing them. In connection with Client Data, you affirm, represent, and warrant that: (i) you either own your Client Data or have the necessary licenses, rights, consents, and permissions to use and authorize Wellevue to display or otherwise use your Client Data under all patent, trademark, copyright, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Wellevue Services and these Terms, and to grant the rights and license set forth in Section 13.3, and (ii) your Client Data, Wellevue or any Wellevue Licensee’s use of such Client Data pursuant to these Terms, and Wellevue or any Wellevue Licensee’s exercise of the license rights set forth in Section 13.3, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation; or (c) require obtaining a license from or paying any fees and/or royalties by Wellevue to any third party for the performance of any Wellevue Services you have chosen to be performed by Wellevue or for the exercise of any rights granted in these Terms, unless you and Wellevue otherwise agree.
  7. If you provide Wellevue with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Wellevue Services (herein “Feedback”), Wellevue shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Wellevue Services. You hereby grant Wellevue a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
  1. Open Source Attributions
  1. Discrete portions of the Wellevue Services may include open source software code.  Please see the attribution notices at www.wellevue.com/attributions/
  1. Third-Party Sites, Products and Services
  1. The Wellevue Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Wellevue do not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Wellevue makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
  1. Disclaimers; No Warranty
  1. UNLESS OTHERWISE EXPRESSLY STATED BY WELLEVUE, THE WELLEVUE SERVICES AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WELLEVUE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WELLEVUE AND ITS AFFILLIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
  2. UNLESS OTHERWISE EXPRESSLY STATED BY WELLEVUE AND ITS AFFILIATES DO NOT WARRANT THAT THE WELLEVUE SERVICES AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WELLEVUE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WELLEVUE SERVICES AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WELLEVUE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  3. UNLESS OTHERWISE EXPRESSLY STATED BY WELLEVUE AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE WELLEVUE SERVICES, OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
  4. THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  1. Indemnification.
  1. You agree to indemnify and hold harmless Wellevue and its affiliates from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Wellevue Services, representations made to Wellevue and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Wellevue reserve the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Wellevue, and you agree to cooperate with such defense of these claims.
  1. Modifications of the Wellevue Services
  1. Wellevue is constantly innovating and improving the Wellevue Services.
  2. Wellevue reserves the right to modify the Wellevue Services or any part or element thereof from time to time without prior notice. For avoidance of doubt, Wellevue may:
  1. rebrand the Wellevue Services at its sole discretion;
  2. stop providing or discontinue to develop any particular Wellevue Service or part or element of the Platform temporarily or permanently;
  3. take such action as is necessary to preserve the good name of Wellevue at its sole discretion upon any use of the Wellevue Services that may be reasonably interpreted as violation of Wellevue’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses and other destructive activities or illegal activity.
  • Wellevue reserve the right to modify certain parts or elements of the Wellevue Services from time to time by notifying the Client beforehand. The prior notification period for modifying the Plans and the rates of Fees contained therein, shall be 30 days before the effective date of such modification.
  • If the Client does not accept the modification, then the Client shall notify Wellevue before the effective date of the modification, and the Agreement will terminate on the effective date of the modification. The Client’s continued use of the Wellevue Services, or any part or element thereof, after effective date of modifications shall indicate its consent to the modifications.
  • Wellevue shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Wellevue Services, or any part or element thereof.
  1. Termination of the Agreement
  1. The Agreement may be terminated for convenience:
    1. by the Client any time by clicking the cancellation link on the Web Site, when logged in to the Account;
    2. by the Client any time by sending an email to support@wellevue.com;
    3. by the Client any time by not paying the Fee;
    4. by Wellevue upon decision to end provision of the Wellevue Services and close the Platform; or
    5. immediately by either Party, if proceedings are initiated for the other Party’s liquidation or insolvency or a negotiated settlement with the other Party’s creditors is concluded or an assignment is made on behalf of the other Party for the benefit of creditors.
  2. The Agreement may be terminated for default:
    1. by either Party in case of breach of the Agreement by the other Party, if the infringement has not been stopped or removed during 30 calendar days after receipt of a notice from the aggrieved Party asking to do so; or
    2. immediately by either Party if the other Party breaches its obligations, as applicable under Sections 13 and 17 of the Agreement.
  3. Upon termination of the Agreement, all Client Data may be deleted by Wellevue, but no earlier than 1 month after the Agreement is terminated.
  4. Upon termination of the Agreement, Wellevue must:
    1. Deactivate the Account, and, if the Client has specifically requested, delete the Account, including all Client Data therein, within 1 month as of its receipt of such request, unless required by law to store Client Data longer;
    2. continue discharging its duties, if applicable under Section 13.
  5. Upon termination of the Agreement, the Client must:
    1. stop using and prevent the further usage of the Wellevue Services, including, without limitation, the Platform;
    2. pay any amounts owed to Wellevue under the Agreement;
    3. discharge any liability incurred by the Client before under the Agreement prior to termination of the Agreement; and
    4. continue discharging its duties under Sections 13 and 17.
  1. Supplier Remedies
  1. Upon breach of the terms of the Agreement by a Client or User, Wellevue has the right to (1) set a term to the Client or User for ending or curing the breach and (2) temporarily:
  1. restrict the Client’s or User’s rights of use of the Wellevue Services or any other part or element of the Wellevue Services;
  2. block the Account;
  3. restrict Access of the Client or User, including blocking any traffic from their IP address.
  • If the Client or User does not end or cure the breach within the term set by Wellevue, the breach is considered to be a material breach.
  • Upon material breach of the terms of the Agreement by a Client or User, Wellevue has the right to permanently:
    1. deny Access to the Client or User from any source, by any means of for any purposes, including from a specific IP-address;
    2. delete the Account, including all Client Data therein;
    3. terminate the Agreement promptly.
  • Wellevue is entitled to use the same or similar remedies against any other persons who use the Wellevue Services in conflict with these Terms.
  • Notwithstanding the foregoing, Wellevue may also apply any other remedies available to it under the applicable law.
  • Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Wellevue Services.
  • If Wellevue has reasonable grounds to believe that the Client’s or User’s use of the Wellevue Services, including the Account may harm any third persons, Wellevue has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
  1. Limitation of liability
  1. Wellevue shall not be liable to the Client or User for any consequences resulting from:
    1. any modifications in these Terms, Plans and rates of Fees, the Wellevue Services or any part or element thereof (including but not limited to Account), including any permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the , the Wellevue Services;
    2. deletion of, corruption of, or failure to store any Client Data;
    3. use of Client Data by the Client or any of the Users associated with the Account;
    4. upgrading or downgrading the current Plan;
    5. any disclosure, loss or unauthorised use of the login credentials due to Client’s failure to keep them confidential;
    6. the Client’s use of the Account or the Wellevue Services by means of browsers other than those accepted or supported by Wellevue;
    7. the application of any remedies against the Client or User by Wellevue, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Wellevue Services or any part or element thereof;
    8. the differences between technologies and platforms used for Access, for example if certain features, functions, parts or elements of the Wellevue Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
    9. Wellevue’s application of the remedies described in Section 19, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
  2. Wellevue shall not be liable to the Client for any claim by any User, Person, Organisation or third persons against the Client arising out of the Client’s failure to:
    1. provide Wellevue with accurate information about the Client, Users or Account;
    2. notify Wellevue of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
    3. provide any Products which it has agreed to provide to such a Person or Organisation (whether such failure arises as a result of Wellevue’s negligence, breach if this Agreement or otherwise);
    4. assure the lawfulness of the Client Data;
    5. assure the necessary rights to use the Client Data; or
    6. abide by any of the restrictions described in Section 11;
  3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WELLEVUE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE USE OF THE WELLEVUE SERVICES, INCLUDING THOSE THAT RESULT FROM THE USE OR THE INABILITY TO USE THE WELLEVUE SERVICES OR ANY LINKED SITES, THE MATERIALS, OR ANY OTHER INTERACTIONS WITH WELLEVUE, EVEN IF WELLEVUE OR AN AUTHORIZED REPRESENTATIVE OF WELLEVUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WELLEVUE’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  4. Wellevue’s liability in contract, tort, negligence, product liability or otherwise however arising out of or in connection with the performance OF its obligations under the Agreement for all events or series of connected events occurring in any year of the term of the Agreement, shall not exceed in the aggregate 100% of the Fees paid by the Client for the use of Account pursuant to the Agreement during 6 months prior to the event giving rise to liability.
  5. NO Party shall be liable to ANY other for any failure or delay in the performance of its obligations hereunder as a result of any cause beyond its reasonable control, including but not limited to default or failure of a third party (including telecommunications operators, suppliers, installers or maintainers), war, riot, civil common strike, lockout or other industrial action, act of God, storm, fire, earthquake, explosion, flood, electrical failure, confiscation and action or threat of action of any government or government agency provided that it endeavors to minimize the effect of the force majeure event on its performance of its obligations. If such delay or failure continues for more than ninety (90) days, the non-affected Party(IES) shall be entitled to terminate the Agreement forthwith by notice in writing to the other party provided that all sums due by the Client for any Services supplied prior to the date of termination shall remain payable in accordance with the Agreement.
  6. THESE LIMITATIONS OF LIABILITY AND DAMAGES ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN WELLEVUE AND RECEIVED THROUGH THE PLATFORM OR RECEIVED THROUGH ANY LINKED SITES.
  7. YOU ACKNOWLEDGE AND AGREE THAT WELLEVUE HAVE OFFERED THE WELLEVUE SERVICES, SET THE PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WELLEVUE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WELLEVUE. WELLEVUE WOULD NOT BE ABLE TO PROVIDE THE WELLEVUE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.