Thank you for visiting the Wellony website, www.wellony.com. or Wellony’s mobile application, owned and operated by Wellony, Inc. (collectively the “Site”). You should not access this Site or use our services until you have carefully read and agreed to these terms and conditions of use (the “Terms”) which govern your access to and use of this Site.
PLEASE NOTE: Any dispute arising out of or relating to your access to or use of the Site must be determined by final and binding arbitration on an individual basis. You and Wellony irrevocably waive any and all rights to class actions, other representative actions, and trial by jury or by any court, as set forth in detail in these Terms.
Use of this Site
By using this Site, you and other users of the Site agree to these Terms. If you do not agree to these Terms, you may not access or use the Site. We may modify the Terms from time to time without notice to you. You should check these Terms periodically for modifications. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Site. We include the effective date of our Terms at the top of the statement. We encourage you to check our Site frequently to see the current Terms in effect and any changes that may have been made to them. If we make material changes to the Terms we will post the revised Terms and the revised effective date on this Site. By using the Site following any modifications to the Terms, you agree to be bound by such modifications.
Wellony provides you with access to and use of the Site subject to your compliance with the Terms. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Terms.
User age and access. By submitting information through this Site you represent that you are a United States of America resident over the age of 18.
Registration. Registration may be required in order to use the Site. You may be required to provide certain information to create and access your account. You may voluntarily provide additional information in the registration process to personalize your accounts. You may be able to elect to use the services anonymously or as a verified user. You may access your account to view your profile information as well as transaction information by clicking the icon on the home page of the Site after logging in or in the settings page of the mobile application.
Users may cancel their registration and account at any time. For your security, requests to terminate accounts MUST originate from the registered email account at Wellony and be addressed to support@wellony.com. Under no circumstances will a cancellation request received via the phone or otherwise be accepted. If you delete the mobile application from your device, all data from the app will be deleted on your device. Wellony may retain such data.
License. The Site, including all of its contents, such as text, images, and the HTML used to generate the pages, (“Materials”), are our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from this Site in whole or in part, for any public or commercial purpose without the specific written permission of Wellony. We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information and services contained here. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of this Agreement.
User Generated Content
We are not responsible for the content users post on the Site. You accept sole responsibility for any material you may submit via the Site including photos, messages, text, information, videos, User profiles (such as your name and User profile image or avatar), and any other content that you upload, share, publish or display on or through the Site. You may not upload to, post, transmit, distribute or share User Generated Content or "UGC" on this Site that you did not create or that you do not have permission to share. You may not post or upload to these Sites any content that (i) is confidential, proprietary, false, fraudulent, defamatory, obscene, threatening, invasion of privacy or publicity rights, infringing on intellectual property rights, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise create liability or violate any law; or (iii) may contain software viruses, political campaigns, mass mailings, chain letters, or spam. You warrant that any UGC you post, transmit, or share is owned by you or you have obtained permission for its use. The UGC does not reflect Wellony’s opinions or views and under no circumstances are we liable in any way for UGC, including, but not limited to, errors or omissions or any loss or damage of any kind incurred as a result of the use of or reliance on any UGC. You understand and agree we have the right, but no obligation to archive or to not publish, or to modify or remove Site Content or UGC (without notice or liability) if we, in our discretion, consider the UGC to be in violation of these Terms or otherwise harmful to these Sites.
Wellony may ask for the right and license to use, copy, reproduce, adapt, translate and distribute your UGC posted for any purpose, commercial, advertising, or otherwise, throughout the world in any media. Unless agreed upon, Wellony will not use your UGC outside these Sites in a public manner. Wellony does not assert any ownership over your UGC. You understand and agree your UGC is as between us and you, subject to the rights granted to the Site in these Terms, you retain full ownership of all your UGC and any intellectual property rights or other proprietary rights associated with your UGC. By using these Sites, you represent and warrant that you own or otherwise control all the rights to the content, and that you will be responsible for paying all royalties and other fees that might be due to any person or entity; and that you will indemnify Wellony for all claims resulting from content you supply. You are not entitled to any compensation for UGC you post on these Sites unless otherwise agreed upon. Wellony does not guarantee that you will have any recourse through Wellony to edit or delete any content you have submitted. Ratings and written comments are generally posted within two to four business days. However, Wellony reserves the right to remove or to refuse to post any submission for any reason.
Rules and Limits on and Modifications to the Site
We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.
Specific Prohibited Uses.
The Site may be used only for lawful purposes by individuals using authorized services of Wellony. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Wellony specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:
Security Rules.
Violations of system or network security may result in civil or criminal liability. Wellony will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:
Privacy Policy; User Information
In the course of your use of the Site, you may be asked to provide certain information to us. Wellony’s use of any information you provide via the Site shall be governed by our Privacy Policy available at www.wellony.com/privacy. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.
Mobile Application Terms and Conditions
International Use
We control and operate the Site from our offices in the United States of America, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
Proprietary Rights
As between you and Wellony, (or other company whose marks appear on the Site), Wellony (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.
Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by Wellony. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.
The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law.
Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service mark or trade names of Wellony or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.
The Wellony logos and service names are trademarks of Wellony (the “Wellony Marks”). Without Wellony’s prior permission, you agree not to display or use Wellony Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Wellony Mark without the prior written consent of Wellony.
Links from and to the Site
You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by Wellony in any way and Wellony is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Wellony’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event Wellony be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site's administrator or Webmaster. Wellony reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.
Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to Wellony. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.
Indemnity
You agree to defend, indemnify and hold Wellony, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with your use of the Site, your violation of the Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WELLONY DOES NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WELLONY MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WELLONY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. WELLONY IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES WITHOUT THE DIRECT INVOLVEMENT OF WELLONY.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WELLONY, NOR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE/MISUSE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF WELLONY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
Applicable Law/Jurisdiction
You agree that the laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws.
Time for Bringing Actions.
Any claim or cause of action that you may have with respect to Wellony or the Site must be commenced within one (1) year after the claim or cause of action arose.
AGREEMENT TO ARBITRATE, WAIVER OF JURY TRIAL, AND CLASS ACTION WAIVER
YOUR AGREEMENT TO ARBITRATE YOUR CLAIMS. YOU SHOULD REVIEW THIS PROVISION CAREFULLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT YOU FILE IN SMALL CLAIMS COURT IN THE STATE OR MUNICIPALITY OF YOUR RESIDENCE WITHIN THE JURISDICTIONAL LIMITS OF THE SMALL CLAIMS COURT AND AS LONG AS SUCH MATTER IS ONLY PENDING IN THAT COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES MAY BE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. AN ARBITRATOR’S DECISION IS AS ENFORCEABLE AS ANY COURT ORDER AND IS SUBJECT TO VERY LIMITED REVIEW BY A COURT. YOU EXPRESSLY AGREE TO THIS PROVISION AS A CONDITION OF PARTICIPATING IN THE CLUB.
Informal Resolution. For any Dispute you have with Wellony, you agree to first contact us at support@wellony.com, and to attempt to resolve such Dispute with us informally.
Arbitration. In the unlikely event that we are unable to resolve any Dispute you bring to our attention after sixty (60) days, and for any other Dispute we raise, you and we agree that, except where prohibited by law, all Disputes shall be resolved individually and exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator, all pursuant to the Consumer Arbitration Rules of the American Arbitration Association (the “AAA Rules”). For more information on the AAA, the AAA Rules, or the process for filing an arbitration claim, you may call the AAA at (800) 778-7879 or visit the AAA website at http://www.adr.org.
No Class Actions or Class Wide Relief. You and Wellony agree to the following with respect to the arbitration of any Dispute hereunder: (i) ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) the arbitration will be held at a location in your hometown area unless you and we both agree to another location or telephonic arbitration; (iv) you will pay any filing fee or other costs of arbitration only as required under the AAA Rules or as otherwise specified by the arbitrator; (v) we reserve the right, in our sole discretion, to assume responsibility for any or all of the costs of the arbitration; (vi) the arbitrator will honor claims of privilege and privacy recognized at law; (vii) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (viii) the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (ix) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded by the arbitrator will be determined by the applicable law. ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS, IS HEREBY WAIVED.
Survival. This Arbitration Provision will survive termination of the Wine Club or these Terms. With the exception of the subpart prohibiting arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the AAA Rules, then the balance of this provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the Dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.
Consent to Processing
By providing any personal information to the Site, all users, including without limitation users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.
Any inquiries concerning these Terms should be directed to us by mail, email or phone as described below.
Notices
Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Site.Contacting Us
To contact us with any questions or concerns in connection with this Agreement or the Site, or to provide any notice under this Agreement to us please go to Contact Us or write to us at support@wellony.com.
General Information
The Terms constitute the entire agreement between you and Wellony and govern your use of the Site, superseding any prior agreements between you and Wellony. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site.
You agree that no joint venture, partnership, employment, or agency relationship exists between Wellony and you as a result of this Agreement or your use of the Site.
Any claim or cause of action you may have with respect to Wellony or the Site must be commenced within one (1) year after the claim or cause of action arose.
The failure of Wellony to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign the Terms or any of your rights or obligations under the Terms without Wellony’s express written consent.
The Terms inure to the benefit of Wellony’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.