Terms of Use
Please read these Terms of Use (“Terms” or “TOU”) carefully before accessing and using the Platform (as defined below). By accessing and using the Platform, you are agreeing to be bound by the Terms. If you have entered into a separate agreement with Wellconnect for use of the Platform, then the terms of that agreement shall control if it conflicts with the Terms.
The Terms govern your access and use of the Platform as a member (“Member” or “You”) and are between you, and Wellconnect, a limited company with registered office at 71-75 Shelton Street, London, WC2H 9JQ (“Wellconnect” or “we” “us”).
1 DEFINITIONS
“Client” means a user invited to the Platform by a Member to access their professional services.
“HIPAA” means the United States’ Health Insurance Portability and Accountability Act.
“Personal Data” means information that can be used to identify a person including but not limited to name, email address, or images.
“Platform” means the online platform owned by Wellconnect known as “Wellconnect Business Suite” and which may be accessed at the Site. The Platform includes all source code, object code, architecture, designs, functionality, content (excluding User Content), features, templates, and documentation or other websites embodied in and related to the Platform, as well as all uploads, updates and customisations to any of the foregoing.
“User” means any user, or team of users of the Platform, including but not limited to you, your Clients excluding any Wellconnect employee or subcontractor using the Platform on Wellconnect’s behalf in connection with their employment or a contractor agreement respectively.
“User Content” means all copyrighted content created, or owned, by a User including but not limited to postings and communication from and between Users of the Platform. User Content has not been verified or approved by Wellconnect. The views expressed by other users on our site do not represent Wellconnect views or values.
Third Party Applications means applications owned and licensed by third parties available via or integrated into the Platform.
“Site” means the website owned and operated by Wellconnect that is accessed at www.wellconnect.co or any successor Site, and which is intended by Wellconnect to incorporate the Platform to which these Terms apply.
2 ACCESS; OWNERSHIP
2.1 Access; Restrictions. Subject to your compliance with the Terms, Wellconnect grants you access to use the Platform, for the purposes of: engaging with your Clients, creating content, utilising third party applications and integrations, using templates, frameworks and marketing tools, and other features of the Platform subject to the invite access granted to you; using templates and other Wellconnect content available on the Platform; forming teams and communicating with other Users. The Platform and Site are the proprietary property of Wellconnect. You shall not, and shall not permit any third party including your Users to, use or copy the Platform, the Site or any element thereof except as expressly permitted herein. You shall not adapt, modify, disassemble, decompile or reverse engineer the Platform in whole or in part or introduce any virus or trojan horse, software code or programs, which are intended to or are likely to be harmful or affect the functionality of the Platform or the Site, or let any third party do so, except only to the extent the foregoing are not permitted to be restricted under applicable law.
You shall not scrape, crawl or use any part of this site for the purposes of LLM training, database crawling or any other use without Wellconnect permission. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice. All rights not expressly granted herein are retained by Wellconnect. No right or license is granted or implied to you under any of Wellconnect’s patents, copyrights, trademarks, trade names, service marks or other intellectual property rights beyond the rights set forth in these Terms.
2.2 Ownership. Wellconnect retains all right, title and interest in and to the Platform and the Site. Title to and ownership of any modifications or customisations of the Platform shall be held exclusively by Wellconnect. You grant Wellconnect the right and license to make, use, sell, reproduce, modify, sublicense, disclose, distribute and otherwise exploit error reports, corrections, and suggestions provided by you directly or indirectly (for example, in the reporting of faults) concerning the Platform and modifications based thereon. You acknowledge that Wellconnect owns all intellectual property and other rights in any reports or other material generated using Analytics Data (as defined in Section 2.4 below). You agree to perform such acts, and execute and deliver such instruments and documents, and do all other things as may be reasonably necessary to evidence or perfect the rights of Wellconnect set forth in this Section 2.2.
2.3 User Content. As between you and Wellconnect, you retain ownership to your User Content. In consideration for your use of the Platform, you grant Wellconnect a perpetual, irrevocable, transferable, sub-licensable, non-exclusive fully-paid up and royalty-free worldwide license to copy, modify, perform, display, create derivative works of, use and otherwise exploit, any User Content you submit or upload to the Site or Platform to enable Wellconnect to provide, facilitate your use of, and improve the Platform and Site. NOTWITHSTANDING THE FOREGOING, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT WITH Wellconnect, THE OWNERSHIP PROVISIONS IN THAT AGREEMENT SHALL TAKE PRECEDENCE OVER THIS SECTION 2.3.
2.3.1 Prohibited User Content. Wellconnect does not actively monitor User Content uploaded by Members, their Clients and Users. Wellconnect excludes liability for all User Content generated, shared and uploaded by Users of the Platform. If you believe a User has violated laws including: copyright, personal data or privacy laws, anti-discrimination laws in relation to User Content you must report this to Wellconnect.
2.4 Use of Analytics Data. You acknowledge and grant Wellconnect the right to use, create, process, review, evaluate, copy, analyse Analytics Data. “Analytics Data” as used in these Terms means data generated by and in relation to the Platform and the Site including but not limited to:
(a) Participation levels and general behavior patterns of Users by category;
(b) Industry sector and occupation data of Users;
(c) Level and nature of collaboration between Users;
(d) Level and format of device of Users (such as desktop computer, mobile device);
(e) Time spent by Users on Site;
(f) Behavior of Users on individual functions of the Platform, and any feature of the Site;
(g) Data related to User Content (such as the effectiveness of the Platform in facilitating User objectives and analysing return on investment);
(h) Data related to surveys such as response rate and quality
(i) Trending topics among Members; and
(j) Impact of bugs or Platform errors on User activity.
Wellconnect uses Analytics Data primarily for its internal purposes to improve Wellconnect products and services, tailor such services to Users, and to add to its innovation development and learnings.
Where Analytics Data is disclosed to or accessed by any third party (except Wellconnect subcontractors including third party providers of tools who may have access), (i) personally identifiable information will be anonymised, and (ii) business information will be de-identified, and aggregated.
2.5 Personal Data on the Site. In addition to Wellconnect’s use of Analytics Data, Wellconnect will process your Personal Data in accordance with Wellconnect’s Privacy Policy (as updated from time to time).
As part of your use of the Platform and its features, you may receive Personal Data from other Users, your own team members, Clients, employees and associates of Wellconnect, as well as Respondents or other individuals involved in research of concepts and testing. You agree to comply with applicable privacy laws in relation to such Personal Data including but not limited to:
(a) Ensuring you have the legal right (such as consent) to post Personal Data on the Site and/or use it;
(b) Using Personal Data only for the purposes authorized by the individual to whom the Personal Data relates;.
(c) Using Personal Data for legitimate purposes only and only for the duration that is necessary;
(d) On request for deletion, copies or amendment of the Personal Data held, stored or posted by you on the Site (or obtained via the Site), (i) informing Wellconnect of such requests; and (ii) complying with such requests in accordance with applicable laws.
(e) In relation to the sharing of Sensitive Personal Data including but not limited to health data, ensuring you have the explicit consent of your Clients or any other Users you invite to the
Platform to share the same on the Platform. For Users and Clients based in the USA, if the intent is to share Sensitive Personal Data, prior to doing so you must contact Wellconnect to ensure that HIPAA-compliant measures are enabled for your account. In the event you do not give Wellconnect notice of the same and Wellconnect is held to be in breach of HIPAA or receives any claims of breaches from your Users or Clients, you will indemnify Wellconnect for all third party losses, damages, claims whatsoever including legal fees.
2.6 Acceptable Use Policy. Wellconnect retains the right (but shall have no obligation) to review, edit or delete from the Platform any User Content, or restrict, suspend or revoke access where Wellconnect deems, in its discretion, User Content, communications or behavior to be illegal, offensive, damaging to the reputation of Wellconnect, or otherwise inappropriate, including disrupting the normal flow of the Site or Platform, participating in negative dialogue on the Platform or otherwise acting in a manner that negatively affects other Users, our employees or respondents; or posting any unsolicited chain letters, advertising, promotional materials, contests, or any other commercial or non-commercial solicitations; or otherwise breaching the Terms. Wellconnect has the right to investigate violations of this TOU or conduct that affects the Platform or the Site. Wellconnect may also consult and cooperate with law enforcement authorities and regulators regarding Users who violate the law. You are solely responsible for all of your communications and interactions with other Users of the Platform, Respondents and with other persons with whom you communicate or interact as a result of your use of the Platform or Site, and agree to defend and indemnify Wellconnect for breach by you or Users of this Section 2.6.
3 LIABILITY.
Wellconnect has no control over Your use of the Platform, including but not limited to your postings, your contributions, advice, documentation or communications whatsoever. Therefore, You agree to defend and indemnify Wellconnect, its employees, directors, contractors, and assigns from and against any claims, including reasonable legal and expert fees and costs incurred by Wellconnect in connection with Your use of the Platform including but not limited to your User Content, interaction with other Users or where a third party alleges (i) that it has been damaged by such use, or (ii) any claim of misappropriation or infringement by your use of the Platform (iii), any claim of infringement by you of Personal Data rights of any individual, or (iv) any claim of third party intellectual property infringement or breach of confidentiality due to your User Content (v) breach of applicable law including but not limited to laws related to discriminatory behavior.
3.1 Third Party Applications. Third party applications accessed by You or your Users or Clients through the Platform are used at your own risk and subject to the terms of the application owner or licensor. In most cases accessing such Third Party Applications will require Users to agree to an End User License for Third Party terms. Wellconnect excludes all liability in respect of Third Party Applications and Your use of them is subject to the terms between you and the third party licensor.
4 WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREUNDER, THE PLATFORM AND SITE ARE PROVIDED "AS IS" AND
Wellconnect MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL WELLCONNECT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THOSE RELATING TO LOSS OF USE, INTERRUPTION OF BUSINESS AND/OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WELLCONNECT’S AGGREGATE LIABILITY EXCEED $10,000. NOTHING IN THESE TERMS SHALL EXCLUDE OR RESTRICT WELLCONNECT’S LIABILITY FOR FRAUD, OR FOR DEATH OR PERSONAL INJURY TO THE OTHER PARTY RESULTING FROM Wellconnect’S NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
5 PAYMENT, TERM AND TERMINATION.
5.1 Free Trials. Where you signed yourself or other Users up as part of a free trial, You will not be charged: (a) until your free trial period expires in accordance with the applicable offer you redeem on the billing page; b) unless you exceed the number of Users who may benefit from the applicable offer, after/in excess of which you will be charged automatically on an ongoing basis in accordance with the following section:
5.2 Subscription Payment Terms. Your first payment shall be made on the first day of the month after you subscribe. Wellconnect shall collect these payments every month using the credit card or bank account details provided to Wellconnect at checkout for the first payment. You can cancel any time and, upon cancellation, your subscription will terminate at the end of that current billing cycle. This means that if You took out Your subscription on March 1, and cancel 15 days into the billing cycle e.g on March 15, your cancellation will take effect on March 30. The minimum purchase period is one month. We do not offer refunds once a subscription payment has been processed. You can cancel by amending Your billing settings on the billing page and unsubscribing.
5.3 Other payments. Payment for other additional features such shall be payable immediately following your confirmation of the order using the account details provided on setup. The cost of such payments shall be as displayed prior to the acceptance page.
5.5 Term. The Terms shall remain in full force and effect until terminated as provided herein.
5.6 Termination. Your license to use the Platform may be terminated by Wellconnect in its sole discretion. Your right to use the Platform will be terminated immediately by Wellconnect in the event you breach the license grant in Section 2.1.
5.7 Effect of Termination. In the event the license granted to you to use the Platform as provided hereunder is terminated for any reason, (i) your access to the Platform may be restricted or withdrawn entirely, and (ii) You must cease all activity on the Site which utilizes the Platform. Sections 2.2, 2.3, 4, 5.7, and 6 will survive any termination.
6 MISCELLANEOUS
6.1 Entire Agreement; No Waiver; Severability. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be severed from the Terms. No additional or adjacent agreement or terms of use by any party other than Wellconnect shall contravene or supercede the Terms. In any conflict between contractual provisions located on the Platform or connected to the Platform, and the Terms, whether or not additional third party provisions are explicitly agreed by User, these Terms shall control.
6.2 Amendment of Terms. Wellconnect reserves the right to amend these Terms at its discretion without further notice or approval by you, except as required under applicable law. Your continued use of the Platform or Site following the posting of changes or modifications will constitute and confirm your agreement to and acceptance of such changes or modifications. If you do not agree to the amended TOU, please discontinue using the Site and Platform. Because our services are evolving over time, we may change or discontinue all or any part of the Platform or Site, at any time and without notice, at our sole discretion.
6.3 Governing Law; Jurisdiction; Legal Fees. These Terms, and any dispute or claim arising out of or in connection with these Terms and the Platform, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of England. In any disputes or proceedings relating hereto (whether contractual or non-contractual in nature), the parties agree and hereby submit to the exclusive jurisdiction of the courts of England.
6.4 Assignment. The relationship created between the parties hereto is that of independent contractors. Nothing herein creates a relationship of employer and employee, principal and agent, partnership or the like between you, Wellconnect, or any of its affiliates or personnel. Neither party will have authority to enter into any contract on behalf of the other. Wellconnect may assign these Terms in the case of a merger, acquisition or corporate reorganization to a successor-in-interest of all or substantially all of Wellconnect’s assets.
6.5 Notices. Any notice you wish to give in accordance with the Terms shall be in writing and emailed or delivered to Wellconnect at: [email protected]
6.6 Publicity. You shall not use Wellconnect’s name, marks, or logos in any way without Wellconnect’s prior written consent in each instance which may be withheld in Wellconnect’s sole discretion.
6.7 Permission. By using the Platform you expressly give Wellconnect the right to publicly name your business (and use your business name, logo or marks to do so) as a Member of the Platform. Wellconnect will not share your Personal Data and will only ever use corporate or brand names/logos.