1. Relationship with ProHealth Partners
Your use of ProHealth Partners’ programs, products, software, services and web sites (referred to collectively as the “Services” on this website and excluding any services provided to you by ProHealth Partners under a separate written agreement) is subject to the terms of a legal agreement between you and ProHealth Partners, Inc. “ProHealth”. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Unless otherwise agreed in writing with ProHealth, your agreement with ProHealth will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
The Universal Terms form a legally binding agreement between you and ProHealth in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
2. Terms and Conditions
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by:
(A) Clicking to accept or agree to the Terms, where this option is made available to you by ProHealth in the user interface for any Service; or
(B) By actually using the Services. In this case, you understand and agree that ProHealth will treat your use of the Services as acceptance of the Terms from that point onwards.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ProHealth, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
This document is written in English. If you do not read English then you must obtain a translation of the terms and agree with the language of the term, but the English language versions of the Terms will govern your relationship with ProHealth.
If there is any contradiction between what the English language version of the Terms says and what the translation says, then the English language version shall take precedence.
4. Provision of the Services by ProHealth
ProHealth works with Independent Business Associates and Managing Partners in United States and Canada (“US, CA”). Sometimes, these companies will be providing the Services to you on behalf of ProHealth itself. You acknowledge and agree that the Business Associates and Managing Partners will be entitled to provide the Services to you.
ProHealth is constantly innovating in order to provide the best possible experience for its clients and customers. You acknowledge and agree that the form and nature of the Services which ProHealth provides may change from time to time without prior notice to you.
You acknowledge and agree that if ProHealth disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
5. Use of the Services by you
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to ProHealth will always be accurate, correct and up to date.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ProHealth. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
Unless you have been specifically permitted to do so in a separate agreement with ProHealth, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you are solely responsible for (and that ProHealth has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ProHealth may suffer) of any such breach.
6. Your passwords and account security
You agree and understand that you are responsible for maintaining the confidentiality of passwords and security code associated with any account you use to access the Services.
Accordingly, you agree that you will be solely responsible to PHR for all activities that occur under your account.
If you become aware of any unauthorized use of your password or of your account, you agree to notify PHR immediately at info@bewellnetwork.com
7. Privacy and your personal information
For information about ProHealth data protection practices, please read ProHealth privacy policy at www.bewellnetwork.com. This policy explains how ProHealth treats your personal information, and protects your privacy, when you use the Services.
You agree to the use of your data in accordance with ProHealth privacy policies.
8. Content in the Services
You understand that all information (such as data files, written text, computer software, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to ProHealth (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content.
ProHealth reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that you may find offensive, in this respect, you use the Services at your own risk. You agree that you are solely responsible for (and that ProHealth has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which ProHealth may suffer) by doing so.
9. Proprietary rights
You acknowledge and agree that ProHealth owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by ProHealth and that you shall not disclose such information without ProHealth’s prior written consent.
You acknowledge and agree that nothing in the Terms gives you a right to use any of ProHealth’s trade names, trade marks, service marks, logos, slogans, domain names, and other distinctive brand features.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
10. License from ProHealth
ProHealth gives you a non-assignable and non-exclusive license to use the software provided to you by ProHealth as part of the Services as provided to you by ProHealth (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ProHealth, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ProHealth in writing.
Unless ProHealth has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Software updates
The Software which you use may automatically download and install updates from time to time from ProHealth. These updates are designed to improve, enhance and further develop the Services, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit ProHealth to deliver these to you) as part of your use of the Services.
12. Ending your relationship with ProHealth
The Terms will continue to apply until terminated by either you or ProHealth as set out below.
If you want to terminate your legal agreement with ProHealth, you may do so by (a) notifying ProHealth thirty (30) days before the end of your separate written agreement date expire or at any time if you have no separate written agreement and (b) closing your accounts for all of the Services which you use, where ProHealth has made this option available to you. Your notice should be sent, in writing, to ProHealth’s address which is set out at the end of these Terms.
ProHealth may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) ProHealth is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) The partner with whom ProHealth offered the Services to you has terminated its relationship with or ceased to offer the Services to you; or
(D) ProHealth is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) The provision of the Services to you by ProHealth is, in ProHealth’s opinion, no longer commercially viable. Nothing in this Section shall affect ProHealth’s rights regarding provision of Services under Section 4 of the Terms.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ProHealth have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20 shall continue to apply to such rights, obligations and liabilities indefinitely.
13. EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT PHR’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
IN PARTICULAR, PHR, ITS BUSINESS ASSOCIATES AND MANAGING PARTNERS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROHEALTH OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
PROHEALTH FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY
SUBJECT TO OVERALL PROVISION IN PARAGRAPH ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PHR, ITS BUSINESS ASSOCIATES AND MANAGING PARTNERS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH PHR MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) YOUR FAILURE TO PROVIDE PHR WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD, SECURITY CODE OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15. Copyright and trade mark policies
You must not, without ProHealth express written consent, use any ProHealth trade names, trade marks, service marks, logos, slogans, or copyright materials. Copyright© ProHealth Partners, Inc. (including, without limitation, ProHealth Business Associates and Managing Partners), all rights reserved. All trademarks and logos contained in any and all materials and information are the property of their respective owners. Use of such trademarks and logos are strictly prohibited without the prior permission for use from the rightful owners.
16. Printing of Materials
Notwithstanding the foregoing, ProHealth does not authorizes the printing of materials found on the Services, provided that any and all copyright notices originally included with the materials is included in any and all copies of health articles to be used for educational purposes only.
17. Advertisements
Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
The manner, mode and extent of advertising by ProHealth on the Services are subject to change without specific notice to you.
In consideration for ProHealth granting you access to and use of the Services, you agree that ProHealth may place such advertising on the Services.
18. Other content
The Services may include hyperlinks to other web sites or content or resources. ProHealth may have no control over any web sites or resources which are provided by companies or persons other than ProHealth.
You acknowledge and agree that ProHealth is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that ProHealth is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
19. Changes to the Terms
ProHealth may make changes to the Universal Terms from time to time. When these changes are made, ProHealth will date and make a new copy of the Universal Terms available at www.bewellnetwork.com and any new Additional Terms will be made available to you from within, or through, the affected Services.
You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, ProHealth will treat your use as acceptance of the updated Universal Terms or Additional Terms.
20. General legal terms
Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
The Terms constitute the whole legal agreement between you and ProHealth and govern your use of the Services (but excluding any services which ProHealth may provide to you under a separate written agreement), and completely replace any prior agreements between you and ProHealth in relation to the Services.
You agree that ProHealth may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
You agree that if ProHealth does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ProHealth has the benefit of under any applicable law), this will not be taken to be a formal waiver of ProHealth’s rights and that those rights or remedies will still be available to ProHealth.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with ProHealth under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Notwithstanding this, you agree that ProHealth shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Your agreement with ProHealth will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. The Terms will be accessible for you to read either within, or through your use of, that Service.
ProHealth Partners, Inc.
P.O. Box 5