These Terms and Conditions (hereinafter, the “Agreement”) are a legal contract between URWell Ltd.,
(hereinafter, “URWell ”, “us” or “we”) and you, and set forth the terms and conditions which govern your use of any of the URWell , the text, data , information, software, graphics, videos, photographs and other materials (collectively referred to as “Materials”) available on the Site or in the social media channels, the services offered on or through the Website and in other Venues (hereinafter, the “Services”), and any software that we provide for installation and use on a mobile device that permits you to access and use the Services (each a “Mobile Application” and, collectively with the Sites and Services, the “URWell Platform”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE URWell PLATFORM. BY USING ANY PART OF THE URWell PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE URWell PLATFORM OR ANY MATERIALS AND MUST IMMEDIATELY CEASE SUCH USE. URWell MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED AGREEMENT ON THE SITE AND, IF YOU HAVE REGISTERED FOR AN ACCOUNT WITH URWell (AS DESCRIBED BELOW), WE WILL NOTIFY YOU OF SUCH CHANGES VIA EMAIL. IF YOU DO NOT AGREE TO CHANGES IN THESE TERMS, THEN CANCEL YOUR REGISTRATION IN YOUR ACCOUNT SETTINGS WITHIN 30 DAYS OF YOUR RECEIPT OF OUR NOTICE OF CHANGES. YOUR USE OF THE URWell PLATFORM FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. IF WE REQUEST, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT.
THE INFORMATION, CONTENT AND OTHER MATERIALS POSTED ON OR ACCESSIBLE THROUGH THE URWell PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. URWell DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE URWell PLATFORM. RELIANCE ON ANY INFORMATION PROVIDED BY URWell , ITS AFFILIATED COMPANIES, CONTRIBUTORS TO, OR OTHER USERS OF THE URWell PLATFORM IS SOLELY AT YOUR OWN RISK.
YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING ANY EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, ARE PREGNANT, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE URWell PLATFORM.
Using the URWell Platform
By using the URWell Platform, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the URWell Platform with the consent of your parent or legal guardian who has agreed to this Agreement. If you are a parent or legal guardian agreeing to this Agreement for the benefit of a Minor, you are fully responsible for the Minor’s use of the URWell Platform, including all legal liability he or she may incur. If you are not at least 13 years old, you may not use the URWell Platform.
Please note that some Services and Materials may contain content for which you must be at least of a specified age to access and view. By accessing any such materials, you represent and warrant that you are old enough to view such content.
In this Agreement we are granting you a limited, personal, non-exclusive and non-transferable license to access the Sites, use the Services, and display the Materials; your right to use the Materials is conditioned on your compliance with this Agreement. You have no other rights in the Sites, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Sites, the Services or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Sites.
Unfortunately, if you breach any of the terms of this Agreement, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
Accounts, Passwords and Security.
Certain Sites or Services require you to create an account with URWell before you are permitted to access and use them. If you wish to create an account you must complete the registration process by providing URWell with current, complete and accurate information, as prompted by the applicable registration form. All the information that you provide when registering for an account must be accurate, complete and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes. You acknowledge that by providing any information to URWell which is untrue, inaccurate, not current or incomplete, URWell reserves the right to terminate this Agreement and your continued access and use of the URWell Platform.
As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify URWell immediately of any unauthorised use of your account or any other breach of security. URWell will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by URWell or another party due to someone else using your account or password.
To be clear, we authorise your use of the URWell Platform only for personal use (“Permitted Purpose”). Any other use of the URWell Platform beyond the Permitted Purpose is prohibited and, therefore, constitutes unauthorised use of the URWell Platform. This is because as between you and URWell , all rights in the URWell Platform and Materials remain our property.
Unauthorised use of the URWell Platform may result in violation of various United Kingdom and international copyright laws. If we determine that you do act in bad faith in violation of this Agreement, or if we determine that your actions fall outside of reasonable community standards, we may, in our sole discretion, terminate your right to use the URWell Platform. By way of example, you specifically agree that you shall not:
• use the URWell Platform or any Materials for any public or commercial purpose, which includes use of the Materials on another site or through a networked computer environment;
• copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Materials, information, software, products or services obtained through the URWell Platform;
• access the URWell Platform by any means other than through the standard industry-accepted or URWell -provided interfaces;
• transmit any message, information, data , text, software or image, or other content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may invade another’s right of privacy or publicity;
• impersonate any person or entity, including without limitation, an URWell official, forum leader, chat room monitor, guide or host, or falsely state or otherwise misrepresent your affiliation with such a person or entity;
• post or transmit any material that contains a virus or corrupted data ;
• delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
• use of any URWell Platform’s communications features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous postings of repetitive text);
• post or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;
• violate any applicable local, national or international law;
• upload or transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• delete or revise any material posted by any other person or entity;
• manipulate or otherwise display the URWell Platform or any Materials by using framing or similar navigational technology;
• register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Site, Services or Materials if you are not expressly authorised by such party to do so; or
• use the URWell Platform for any purpose that is unlawful or prohibited by this Agreement. You may not use the URWell Platform in any manner that could damage, disable, overburden or impair URWell ’s servers or networks, or interfere with any other user’s use and enjoyment of the URWell Platform. Furthermore, you may not attempt to gain unauthorised access to any of the URWell Platform, accounts, computer systems or networks connected to URWell through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the URWell Platform.
Comments and Commenting.
URWell allows posting of comments or provide chat functionality on the URWell Platform. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the ability to post comments in the future. URWell or its designated agents may remove or alter any user-created comments at any time for any reason, but are not required to do so. Information and content posted within these public forums may be provided by URWell staff, URWell ’s outside contributors, or by users not connected with URWell , some of whom may employ anonymous user names. URWell expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these posted comments. The opinions expressed in these comments are solely the opinions of the participants, and do not reflect the opinions of URWell or any of its subsidiaries or affiliates.
Certain functionality of the URWell Platform may permit you to submit feedback, information, data, text, images, messages, or other materials (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that each such User Submission is considered both non-confidential and non-proprietary. We do not guarantee that you will be able to edit or delete any User Submission you have submitted.
By submitting any User Submission, you are promising us that:
• You own all rights in your User Submission (including, without limitation, all rights to the reproduction and display of your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to us the rights in your User Submission as described in this Agreement;
• You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submission;
• Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
• You voluntarily agree to waive all “moral rights” that you may have in your User Submission;
• Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
• Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
• Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
• You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
• Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own or otherwise have the right to provide);
• Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
• Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
• Your User Submission does not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
• use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submission (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
• use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service); and
• display advertisements in connection with your User Submission and to use your User Submission for advertising and promotional purposes.
We may, but are not obligated to, pre-screen User Submissions or monitor any area of any URWell Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the URWell Platform and may remove at any time or refuse any User Submissions for any reason. You understand that when using the URWell Platform you will be exposed to User Submissions from a variety of sources and that we are not responsible for the accuracy, usefulness, reliability, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, defamatory, indecent, or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.
Links to Third-Party Sites.
We may provide links from the URWell Platform to third-party websites (“Third-Party Sites”), including, but not limited to, links to websites owned by third parties who manage the sales of URWell -branded merchandise and class bookings for URWell . If you use these links, you will leave the URWell Platform. URWell provides these links to you as a convenience, and we do not verify, make any representations, or take responsibility for the Third-Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third-Party Sites. Therefore, unless specifically stated on the URWell Platform, we do not endorse or make any representations about Third-Party Sites or any information, material, or results that may be obtained through the use of Third-Party Sites. In addition, certain areas of the URWell Platform may allow you to interact or conduct transactions with Third-Party Sites. If you decide to access any of the Third-Party Sites linked to by the URWell Platform, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for those Third-Party Sites.
YOU AGREE THAT URWell WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITE, FOR ANY THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED TO ANY GOODS, SERVICES, INFORMATION, RESOURCES, OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITE, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.
Orders and Payments.
You agree to pay any fees applicable to your use of the URWell Platform, including but not limited to fees and charges applicable to your purchases. We may suspend or terminate your account and/or access to the URWell Platform and/or Materials if your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorise us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto, all of which depend on the services you utilise and the products you purchase. You agree that we may charge any unpaid amounts to your provided payment method and/or send you a bill for such unpaid fees.
Personal and Non-transferable Services.
All Services available for purchase on or through the URWell Platform are personal and non-transferable. All sales and payments of Subscription fees will be in GBP.
The fee that your will be charged for your purchase will be the relevant price posted on the URWell Platform on the date that you do the transaction.
You may be permitted to purchase products through the URWell Platform(“Products”). To do so, you must supply certain information relevant to your transaction, including, without limitation, your credit card number, the expiration date of your credit card, the name on your credit card, and/or your billing address. Once you have submitted your payment information, we or our third party fulfilment partner will authorise the payment and send you a confirmation email.
The inclusion of any Product on the URWell Platform does not imply or warrant that such Product will be available. We reserve the right, with or without prior notice, to do any one or more of the following for any reason: (i) limit the available quantity of or discontinue any Product; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar you from making or completing any or all transactions; and (iv) refuse to provide you with any Product.
Products will be shipped in accordance with the shipping method you select when placing the order. All orders will be processed and fulfilled by our third party fulfilment partner. You acknowledge that any delivery dates we may provide are non-binding estimates only and that you have no claim against URWell for delays or early deliveries. We reserve the right to make deliveries in instalments.
You should inspect your package to ensure the contents arrive undamaged. If you are not home when a delivery arrives, the delivery person may leave the package for you at your door.
URWell is not responsible for:
• Items delivered to incorrect addresses supplied by you or the recipient of the product.
• Delays resulting from inclement weather, natural disaster or other unforeseen circumstances.
• Delivery issues arising from the recipient not being present at the time of delivery at the address supplied by the you or recipient.
• Decreased product quality due to an incorrect delivery address supplied by the you or the recipient, or a re-route requested by the you or the recipient.
• Product quality problems caused by improper handling by you or the recipient.
All claims for damaged or missing shipments must be made by through our third party fulfilment partner. Claims may be made by email to firstname.lastname@example.org.
By using the URWell Platform, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the URWell Platform and Products. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Disclaimer of Warranties.
Your use of the URWell Platform is at your own risk. The Materials may include inaccuracies or typographical or other errors. URWell does not warrant the accuracy or timeliness of the Materials contained on the URWell Platform and we have no liability for any errors or omissions in the Materials, whether provided by URWell , our licensors or suppliers, or other users.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, URWell , FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITES, THE SERVICES, THE MOBILE APPLICATIONS, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR CONTENT CONTAINED OR PRESENTED ON THE URWell PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE URWell PLATFORM, MATERIALS AND ANY OTHER INFORMATION OR CONTENT CONTAINED OR PRESENTED ON OR THROUGH THE URWell PLATFORM, IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. URWell DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OR SUITABILITY OF ANY PRODUCTS, SERVICES OR BUSINESSES THAT MAY BE DISPLAYED ON OR THROUGH THE URWell PLATFORM, OR AS TO THE CONDUCT OF USERS OF THE URWell PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE URWell PLATFORM AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE URWell PLATFORM, PARTICULARLY IF YOU DECIDE MEET OR CONDUCT BUSINESS OFFLINE OR IN PERSON.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER URWell NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF OR INABILITY TO USE THE URWell PLATFORM OR MATERIALS; (ii) ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE URWell PLATFORM; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE URWell PLATFORM; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE URWell PLATFORM; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE URWell PLATFORM OR IN THE MATERIALS; (vi) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT OR MATERIALS ON OR ACCESSIBLE THROUGH THE URWell PLATFORM, OR (vii) ANY OTHER MATTER RELATING TO THE URWell PLATFORM. IN NO EVENT SHALL URWell ’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING ANY THE URWell PLATFORM AND MATERIALS.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE URWell PLATFORM, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE THEREOF. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE URWell PLATFORM. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE URWell PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE URWell PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH ANY PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE URWell PLATFORM, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON.
Professional Advice Disclaimer.
THE URWell PLATFORM AND MATERIALS OFFER HEALTH, FITNESS AND NUTRITIONAL INFORMATION AND ARE DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE URWell PLATFORM OR IN THE MATERIALS. THE USE OF ANY SUCH INFORMATION IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON OR AVAILABLE VIA THE URWell PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.
THE URWell PLATFORM AND MATERIALS ARE CONTINUALLY UNDER DEVELOPMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, URWell MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THEIR ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED OR OBTAINED ON OR THROUGH YOUR USE OF THE URWell PLATFORM WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS.
Fitness Class Participation Waiver
You acknowledge that participation in fitness classes involves strength, flexibility, aerobic, cardio and other exercises, including the use of equipment, all of which can be potentially hazardous activities. You accept full responsibility over the location where you engage in fitness classes accessible via the URWell Platform (“Fitness Classes”), you acknowledge that URWell has no control over the location that you choose, and that the location of participation in fitness activities involves additional risks, including, but not limited to, those caused by terrain, facilities, temperature, weather, environment, vehicular traffic, lack of hydration and actions of other people.
By choosing to engage in Fitness Classes, you affirm that either (i) all of the following statements are true: (A) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (B) you have never felt chest pain when engaging in physical activity; (C) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (D) you have never lost your balance because of dizziness and you have never lost consciousness; (E) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (F) your physician is not currently prescribing drugs for your blood pressure or heart condition; (G) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (H) you do not know of any other reason you should not exercise; or (ii) your physician has specifically approved of your participation in the Fitness Classes. If applicable, you further affirm that (i) you are not pregnant, breastfeeding or lactating; or (ii) your physician has specifically approved your participation in the Fitness Classes. We reserve the right to bar you from participating in Fitness Classes if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.
By participating in our Fitness Classes, you: (i) acknowledge and agree that you are voluntarily participating such Fitness Classes; (ii) hereby assume and accept any and all risks of injury, physical harm, or death; (iii) acknowledge and represent that you are physically sound and do not suffer from any illness, impairment, disease or other condition that would prevent you from participating in the Fitness Classes, performing any exercises, or using any equipment; and (iv) knowingly and voluntarily, on behalf of yourself and your heirs and assigns, forever waive, release, discharge and hold harmless URWell and its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives, and each of their respective successors and assigns, individually and collectively, from any and all liability, damages, losses, suits, demands, causes of action (including, without limitation, negligence) or other claims of any nature whatsoever, including, without limitation, any losses for property damage, personal injury, or death, arising out of or relating in any way to your participation in the Fitness Classes.
You agree to indemnify, defend, and hold URWell and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including reasonable attorneys’ fees and disbursements) which arise directly or indirectly out of or from (i) your breach of this Agreement, (ii) any allegation that any User Submissions or other materials that you submit to URWell or post on any forums (e.g., support groups, chat rooms) infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party, and (iii) your access or use of the URWell Platform. This Section shall survive in the event this Agreement is terminated for any reason.
URWell controls and operates the URWell Platform from the United Kingdom and makes no representation or warranty that the URWell Platform or Materials are appropriate or available for use in locations outside the United Kingdom. Those who choose to access the URWell Platform and/or Materials from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. URWell reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the URWell Platform and/or Materials to any person, geographic area, or jurisdiction we so desire, and/or to limit the quantities of any Services or products that we provide.
To the maximum extent permitted by applicable law, any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable and/or subject to copyright, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that URWell , in its sole discretion, may terminate your account, or use of the URWell Platform or Materials (in whole or in part), and remove and discard any content from the URWell Platform, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you. In the event that URWell exercises this right to terminate for convenience rather than as a result of your violation of the terms of Agreement, URWell will refund on a pro rata basis any unused portion of your subscription price for the time period of any unused subscription.
If any dispute arises in connection with this agreement, a director [or other senior representatives of the parties with authority to settle the dispute] will, within [working] days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the ProMediate Mediation Procedure. Unless otherwise agreed between the parties within 14[working] days of notice of the dispute, the mediator will be nominated by ProMediate To initiate the mediation a party must give notice in writing (‘ADR Notice’) to the other party[ies] to the dispute, referring the dispute to mediation. A copy of the referral should be sent to ProMediate.
[If there is any point on the logistical arrangements of the mediation, other than the nomination of the mediator, upon which the parties cannot agree within 14 [working] days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, ProMediate will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than  [working] days after the date of the ADR Notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings/arbitration.
If the dispute is not settled by mediation within  days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration. ProMediate shall be the appointing body and administer the arbitration. ProMediate shall apply the UNCITRAL rules in force at the time arbitration is initiated. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be [1-3] and the seat or legal place of arbitration shall be [London, England].
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable, and the Dispute will be decided by a court.
This Provision shall survive the termination of your service, subscription or agreement with URWell or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if URWell makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require URWell to adhere to the present language in this Provision as of the day you entered into this Agreement if a dispute between us arises.
General Information And Choice Of Law And Venue.
As to all Disputes, whether in arbitration or in court, the United Kingdom law,s and regulations will govern this Agreement. Foreign laws do not apply.
Our failure to enforce any provisions of this Agreement is not a waiver of such term. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. However, we may assign this Agreement to any third party whom we choose without your consent. No waiver by URWell of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. This Agreement is the entire agreement between you and URWell and supersedes all prior or contemporaneous oral or written negotiations, discussions or agreements between you and URWell about the URWell Platform and/or Materials.
If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us by email at email@example.com.