Terms and Conditions

This internet website (the “Site”) is offered to you by Healthe, Inc. (“Healthe”).

The following Terms of Use (“Terms”) govern your access and use of this Site.  Also, specific terms and conditions may apply to specific content, data, materials, or information contained on or available through the Site and to specific content, data, materials, or information you may upload, submit and/or publish to the Site or transactions concluded through this Site. Such specific terms may be in addition to these Terms or, where and then only to the extent expressly specified, may supersede these Terms.

Acceptance of Terms

By accessing or using the Site, you agree to accept these Terms and agree to be legally bound by these Terms and all terms and conditions contained or referenced herein or any additional terms and conditions set forth on this Site.  Please carefully read these Terms before using the Site. If you do NOT agree to all of these terms, you should NOT access or use this Site.

Privacy Policy

Your use of this Site is governed by the Privacy Policy, which is incorporated by reference. Personal information provided or collected through or in connection with this Site shall only be used in accordance with such Privacy Policy.

Purpose and Use

This Site is provided for informational purposes only for HEALTHE’s customers, investors, vendors, employees and other people who are interested in HEALTHE and its products. The Site is for access and use by natural persons over the age of legal majority required to form legally binding agreements under applicable law only. You may not use this Site in any manner that is, or that could lead to, a violation of any federal, state or local laws, rules or regulations.

Use of Content

You may view, display, download, or print a single copy of any of the content of this Site for personal and non-commercial use only in connection with a legitimate personal or business purpose and any copy of these materials or any portion thereof must retain all copyright and other proprietary notices. Any other copying, downloading, publication, or distribution of any part of this Site or its content is strictly prohibited. The content and information provided on this Site may be changed, updated or deleted without notice.

No Warranty

While efforts have been made to make this Site helpful and accurate, it could contain technical inaccuracies or other errors, and HEALTHE does not warrant the accuracy or reliability of the content and information on this Site. THIS SITE, ITS CONTENT AND INFORMATION CONTAINED HEREIN ARE PROVIDED “AS IS” FOR INFORMATIONAL PURPOSES ONLY WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. HEALTHE DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK.  Any material downloaded or otherwise obtained through the use of this Site is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or devices or loss of data that results from the download of any such material.

Links to other Sites

This Site may contain links to other Internet sites which are not owned, operated, monitored by, or under the control of HEALTHE.  HEALTHE shall not be responsible or liable for, and makes no representations concerning any content, advertising, products, services or other materials available from those sites. Such site links are provided solely for your convenience and do not imply any affiliation, association, endorsement, sponsorship, or recommendation by HEALTHE of those sites, their owners or operators.  HEALTHE bears no responsibility whatsoever regarding the availability, content or terms of use of websites operated by third parties.  If you access any such site links from this Site, you do so entirely at your own risk.

Links to this site

If you wish to provide a link to this Site, you may do so subject to the following terms and conditions: you may not use or replicate HEALTHE content; you agree not to create a browser, border environment or frame for the Site or content; you may not utilize any Site content in any meta tags or any other “hidden text” techniques or technologies; you may not imply that HEALTHE is in any way affiliated with or endorsing you or your products or services; you may not misrepresent your relationship with HEALTHE; you may not present false, misleading, derogatory or otherwise defamatory information about HEALTHE, its products or services; and your linked site may not contain content that could be construed as distasteful, offensive or controversial, and/or contain content that is not appropriate for all age, racial, religious or other groups protected by law. Any permitted links to the Site must also comply with all applicable laws, rules and regulations. If you violate any of the foregoing terms and conditions, you agree to remove any link to this Site immediately upon the request of HEALTHE.

Feedback Submitted Via This Site

You agree that any information, ideas, proposals, suggestions or materials, including customer reviews and ratings you submit via this Site (individually and collectively, “Feedback”) is/are submitted on a non-confidential basis and by submitting Feedback via this Site you grant HEALTHE permission and an unrestricted, irrevocable (except as expressly provided in the Privacy Policy), worldwide, perpetual (except as expressly provided in the Privacy Policy), transferable, royalty-free license to use, reproduce, translate, communicate, commercially exploit, display, modify, publish, and distribute any such Feedback without acknowledgement or compensation to you. You acknowledge and agree that: (a) no Feedback will include confidential or proprietary information of a third party or information that you otherwise are not allowed to disclose to the public; (b) HEALTHE may have something similar to the Feedback already under consideration or in development; (c) HEALTHE is under no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback; (d) you are and remain responsible and liable for the content of any Feedback; and (e) you irrevocably waive, and cause to be waived, against HEALTHE any claims and assertions of any moral rights contained in such Feedback.

Customer Reviews Submitted Via The Site

You agree and warrant not to post, store, upload, or submit via the Site any customer review that would violate these Terms, including, without limitation, any such review that:

  1. is unlawful, libelous, defamatory, false, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, hateful, inflammatory, fraudulent, deceptive or misleading;
  2. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  3. may infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  4. contains or identifiably references private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or
  5. contains any computer viruses, worms or other potentially damaging computer programs or files.

Without limiting the foregoing, HEALTHE takes no responsibility and assumes no liability for any customer reviews posted, stored, uploaded, or submitted by you or any third party, or for any loss or damage thereto. Although HEALTHE has no obligation to screen, edit, or monitor any of the posted customer reviews, HEALTHE reserves the right, and has absolute discretion, to remove, screen, or edit, without notice, any customer reviews posted, stored, uploaded, or submitted via this Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any customer reviews you post, store, upload, or submit via this Site at your sole cost and expense.

Consent to Use Customer Reviews for Advertising/Promotion

You will be asked at the time of your submission of a customer review whether you consent to the use of that review, rating, and the name, likeness, and other personal characteristics and private information you include with your submission (collectively, “Customer Review Content”) for advertising, promotion, and other commercial and business purposes. Your consent, if you indicate “yes”, means that:

  1. You irrevocably (except as expressly provided in our Privacy Policy) permit, authorize, grant, and license HEALTHE, and its advertising agencies, promotion agencies, and fulfilment agencies, and the employees, officers, directors, and agents of each and all of them (“Authorized Persons”), the rights to publicly display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, adapt, translate, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use the Customer Review Content, each and all solely to the extent and as reflected in the Customer Review Content that you voluntarily submit to this Site (it being understood that the foregoing does not permit the Authorized Persons to materially modify or otherwise materially alter the meaning or context of the Customer Review Content), and all materials created by or on behalf of the Authorized Persons that incorporate any of the foregoing (“Materials”), in perpetuity (except as expressly provided in our Privacy Policy), throughout the world in and on any websites owned, operated or controlled by HEALTHE and in and on HEALTHE’s social media platforms, including those made available on the internet and/or via mobile applications without further consent from or royalty, payment, or other compensation to you;
  2. To the fullest extent permitted by applicable law, you irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including, without limitation, claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under the immediately preceding paragraph or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part by the negligence of Authorized Persons, covenant not to make or bring any such Claim against any Authorized Persons, and forever release and discharge the Authorized Persons from liability under such Claims;
  3. You represent and warrant to each of the Authorized Persons, that you are over the age of legal majority required to form legally binding agreements under applicable law, and that you have full right, power, and authority to grant the rights hereunder and further represent and warrant to each of the Authorized Persons that you will provide only true and correct statements and other information in connection with the Authorized Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including, without limitation, copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith; and
  4. You irrevocably waive, and cause to be waived, against the Authorized Persons any claims and assertions of any moral rights contained in the Customer Review Content.

Healthe Products

The Site may contain references to specific HEALTHE products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country. Please contact your local HEALTHE business contact for further information.

Trademarks

The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of HEALTHE or its licensors or content providers, or other parties and may not be used for any purpose including, but not limited to, in connection with any product or service that is not HEALTHE’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits HEALTHE.

Copyright

The content of this Site is protected by copyright and HEALTHE reserves all its rights in, to and under such copyright protection.

Copyright Complaints

HEALTHE respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide HEALTHE’s Copyright Agent (see contact information below) the written information specified below:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a reasonably sufficient description of the copyrighted work that you claim has been infringed upon;
  • a description of where the material that you claim is infringing is located on the Site;
  • your address, telephone number, and e-mail address;
  • a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. 

HEALTHE’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Copyright Agent

Healthe, Inc.
905 W. Eau Gallie Blvd., Suite 101
Melbourne, FL 32934

legal@healtheinc.com

HEALTHE may update this contact information from time-to-time without notice to you. HEALTHE will post the current contact information on this Site. Please note that this procedure is exclusively for notifying HEALTHE that your copyrighted material has been infringed as you will not receive a response to inquiries that are not related to copyright infringement. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under the Digital Millennium Copyright Act.

General Submissions

Do not use this Site as a means of submitting information you consider to be proprietary.  You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or submissions to HEALTHE, or postings on this Site, are non-confidential (subject to the Privacy Policy) and shall become the sole property of HEALTHE. HEATHE shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The submission of any materials to HEALTHE, including the posting of materials to any forum or interactive area, irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.

Shut-Down of Site

HEALTHE has the sole right to shut down the Site or any part thereof for any reason at any time without notice or consent. HEALTHE will have no responsibility or liability for failure to store or delete any content and/or user content submitted to the Site.

Changes to Terms of Use

HEALTHE reserves the right to amend, modify, clarify, remove or otherwise change these Terms at any time by posting the revised terms on the Site. Such modified Terms shall be effective upon posting. It is your responsibility to check periodically for any changes made to the Terms. Your continued use of the Site after any changes to the Terms means you accept the changes.

HEALTHE also reserves the right to discontinue or make changes or updates with respect to the Site at any time without notice. HEALTHE reserves the right to restrict, refuse or terminate access of any person to the Site or any part thereof effective immediately without notice at any time and for any reason whatsoever at its sole discretion.

Account Registration and Security

If any part of the Site requires you to open an account, you must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form. 

If you are prompted to provide an email address, you must provide a unique, valid, current and verifiable e-mail address.

You also may be asked to choose a password and a username. Duplicate user names are not permitted.   If the username you choose is already in use, you will be prompted to enter another one.

Upon registering with the Site, HEALTHE will send you a confirmation e-mail with your registration information. In the event that delivery of such information fails for any reason, your access or use of areas, functions or features of the Site requiring such registration may be refused or terminated.

You are solely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by HEALTHE or another party due to someone else using your account or password.

 You agree to notify HEALTHE immediately of any unauthorized use of your account or any other breach of security. HEALTHE will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. You shall not use anyone else’s account at any time without the permission of the account holder.

Limitation of Liability

HEALTHE, ITS EMPLOYEES, OFFICERS AND AGENTS WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES UNDER ANY THEORY OF LIABILITY FOR ANY ERRORS OR OMISSIONS IN, OR THE USE OF OR INABILITY TO USE, THE SITE, ITS CONTENT AND INFORMATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOST DATA, OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF YOU HAVE ADVISED HEALTHE OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU LIVE IN A COUNTRY OR STATE THAT DOES NOT ALLOW ANY OF THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY OR ANY OF THE DISCLAIMERS OF WARRANTIES ABOVE, SUCH EXCLUSIONS OR LIMITATIONS WILL NOT APPLY TO YOU BUT ONLY TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT ALLOWED. IN SUCH CASE, SUCH EXCLUSIONS OR LIMITATIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HEALTHE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF HEALTHE’S SITE EXCEED $5.00 OR THE COMPENSATION YOU PAID HEALTHE, WHICHEVER IS LESS.

Indemnification

You agree to defend, indemnify and hold harmless HEALTHE, and its employees, officers and agents from all claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities, or other costs or expenses of any kind whatsoever (including attorneys’ fees and experts fees) brought by third parties as a result of: (1) your breach of these Terms; (2) your use of this Site, including without limitation the posting or transmission of any message, data, material or any other content you submit on the Site; or (3) your violation of any applicable U.S. or foreign law or the rights of a third party.  In the event of any complaint or legal action arising from any message, or any other content posted by you to the Site, HEALTHE reserves the right to reveal your identity and any other information HEALTHE may have about you.

Headings

Headings and subheadings in these Terms are included solely for convenience of reference and will not be considered part of, or affect the interpretation of, these Terms.

Severability

In the event any one or more of the provisions contained in these Terms should for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining provisions contained herein shall be enforced to the full extent permitted by law.

Waivers of Breach

No failure on the part of HEALTHE to enforce any part of these Terms shall constitute a waiver of any of the rights of HEALTHE under these Terms, whether for past or future actions on the part of any person. Neither the receipt of any funds by HEALTHE nor the reliance of any person on any actions of HEALTHE shall be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of HEALTHE shall have any legal effect whatsoever.

Applicable Law and Venue

These Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without resort to its conflict of law provisions, except as expressly provided in our Privacy Policy. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in the State of Delaware, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms, except as expressly provided in our Privacy Policy.

Latest Update:  [September], 2020.