WEBSITE USER AGREEMENT
LAST MODIFIED: August 11, 2020
Welcome to the website of Gwell Wellness, Inc (“Company”, “we”, “us”, or “our”). Please read this Website User Agreement (this “Agreement”) carefully before using the Services (as defined below) of the www.eatgwell.com website (the “Website”) and other Company-owned or controlled websites (collectively, with the Website, the “Sites”). THESE TERMS AND CONDITIONS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITES AND THE RELATED SERVICES, CONTENT OFFERED OR ANY PURCHASES YOU MAKE VIA THE SITES (collectively, “Services”). The Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of the Website constitutes your agreement to all Terms.
The Website is an e-commerce site.
By accessing or using the Services, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Services. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
Company may update or revise this Agreement. You agree to review this Agreement periodically. Except as otherwise expressly stated by Company, any use of the Services is subject to the version of this Agreement in effect at the time of use. Please note that Company’s return policy, and the terms and conditions related to the availability of products and authorized payment methods are not the subject of this Agreement but are instead set forth separately on the Website.
Company sells sweet and savory snacks, curates and creates wellness-centered events, and participates in public speaking opportunities on wellness, motivation, retail strategy, and balance.
Visiting the Sites or sending emails to Company constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Sites, satisfy any legal requirement that such communications be in writing.
If you use the Sites, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Company is not responsible for third party access to your account that results from theft or misappropriation of your account. Company and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
CHILDREN UNDER THIRTEEN
Company does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use the Website only with permission of a parent or guardian.
LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES
The Sites may contain links to third party websites (“Linked Sites”), such as those for our advertisers and sponsors, that are not owned or operated by Company. We do not control, recommend or endorse and are not responsible for the Linked Sites or their content, products, services or privacy policies or practices. The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the Linked Site or any association with its operators. In no event shall we be liable, directly or indirectly, to you or any other person or entity 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 the Linked Sites.
Certain services made available via the Sites are delivered by third party sites and organizations. By using any product, service or functionality originating from the Website domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of the Website’s users and customers.
GENERAL TERMS AND CONDITIONS
Unless otherwise noted, the products and Services on the Sites are intended for personal, non–commercial purposes only. You agree to use the Sites only for lawful, noncommercial purposes and in compliance with all international, federal, state and local laws.
INTELLECTUAL PROPERTY RIGHTS
The Sites, and all of its contents, including without limitation, text, photographs, images, illustrations, graphics, video material, audio material, software, logos, titles, characters, names, graphics and button icons, (collectively “Proprietary Material”), are or may be protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Proprietary Material is owned or controlled by Company or by other parties that have provided rights thereto to Company.
You may not, and agree that you will not, use, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, reproduce, display, distribute, modify or in any way exploit the Proprietary Material or any portion thereof, for any purpose or by any means, method, or process. Modification of the materials appearing on the Sites or use of such materials for any other purpose is a violation of our copyright and other proprietary rights.
Company content is not for resale. Your use of the Sites does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any Proprietary Material or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Company or our licensors except as expressly authorized by these Terms.
CLAIMS REGARDING COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Company at the contact below. ALL INQUIRIES NOT RELEVANT TO THIS PROVISION WILL NOT RECEIVE A RESPONSE.
Upon receipt of notices complying or substantially complying with the Digital Millennium Copyright Act, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps to promptly notify the user that we have removed or disabled access to such material.
USE OF COMMUNICATION SERVICES
The Sites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
Company has no obligation to monitor the Communication Services. However, Company reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Company does not control or endorse the content, messages or information found in any Communication Service and, therefore, Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of Company.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
MATERIALS PROVIDED TO THE SITES OR POSTED ON ANY COMPANY SITES
Company does not claim ownership of the materials you provide to the Sites (including feedback and suggestions) or post, upload, input or submit to any of the Sites or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Company, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Company’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
The Services are controlled, operated and administered by Company from our offices within the USA. If you access the Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Company’s content accessed through the Sites in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company or its successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes.
To the fullest extent permitted by applicable law, you and Company must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR COMPANY MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) 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; (3) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays 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, in such instance, the fees and costs awarded shall be determined by the applicable law.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITES AT ANY TIME.
COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY AND/OR ITS SUPPLIERS HEREBY EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY OF ANY KIND, ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE SITES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE.
Company reserves the right, in its sole discretion, to terminate your access to the Sites and the related services or any portion thereof at any time, without notice.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of the Sites. Company’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by Company with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Company with respect to the Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Sites. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.
We control and operate the Sites from our offices in the State of New York, United States of America. We do not represent that materials on the Sites are appropriate or available for use in other locations. Persons who choose to access the Sites 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.
Changes to Terms
Company reserves the right, in its sole discretion, to change the Terms under which the Sites are offered. The most current version of the Terms will supersede all previous versions. Company encourages you to periodically review the Terms to stay informed of our updates.
We welcome your questions regarding the Terms:
Gwell Wellness, Inc
42 Tiemann Place #313
New York, New York 10027