Gwella Terms of Service
WEB SITE TERMS OF SERVICE AND CONDITIONS OF USE
Welcome to Gwella website, owned by Gwella Incorporated, doing business as Gwella (“Gwella”). These Terms of Service and Conditions of Use (the “Terms of Service”) govern your use of, and access to, our website available at getgwella.com (the “Site”) and any content, multimedia, and/or other related products, services, or communications offered by Gwella through the Site or any associated website or medium (collectively, the “Services”).
These Terms of Service constitute a binding contract between you and Gwella, regarding the terms under which Gwella will provide you with access to the Services. In these Terms of Service, we will refer to you as “you” and “Member” provided that you agree to the terms set forth in the Membership Agreement available at [getgwella.com/member-terms].
BY USING OR ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (“Acceptance”). You agree that your assent, given electronically, has the same legal effect as if it had been personally signed by you. To the extent permitted by law, the Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically.
1. Your Rights and Obligations
a. License to Access Site. Subject to these Terms of Service, Gwella grants you a temporary, limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to access those portions of the Site available to you based on your membership and/or subscription. By agreeing to grant such access, Gwella does not obligate itself to maintain the Site in its present form. Gwella may upgrade, modify, change or enhance the Site and/or the Services at any time in Gwella’s sole discretion. Gwella will provide notice to you of any changes prior to the effective date of the change, unless the change is of critical business importance or outside Gwella’s control, in which case Gwella will explain the reason for the changes as soon as is reasonably practicable. This license cannot be used by an organization to provide access to more than one individual.
b. Your Obligations. You agree to abide by any rules that Gwella publishes with respect to use of the Site or Services and any other current or future rules and regulations communicated to you either by posting such rules or regulations to the Site or delivered to you by e-mail. Any such rules or regulations hereby incorporated into these Terms of Service by this reference. Gwella reserves the right to deny you access to the Site and/or Services if, in Gwella’s sole discretion, you have failed to abide by these Terms of Service. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise. You accept that Gwella in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service and/or the other Agreements.
c. Security. You shall not transfer or share your access privileges, or any login information, to or with any third-party. You shall be solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Site with your password. You agree to accept responsibility for all activities that occur under your account or password. Gwella and its affiliates, reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or subscriptions in its sole discretion.
d. Compatibility and Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Site including all hardware, software, electrical, and other physical requirements for your use of this Site, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, programs and services required to access and use the Site.
2. Prohibited Use of Site. You acknowledge and agree that you will not and cannot:
a. Make any commercial use of this Site or its contents, descriptions, materials, or information comprising or related to the Services;
b. Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit this Site or its contents, descriptions, materials, or information for any purpose without the express written consent of Gwella;
c. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from Gwella, from the Site or acquired in connection with the Services;
d. Use the Site or the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of Gwella;
e. Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Site or the Services to intentionally or unintentionally violate any local, state, federal, or other law;
f. Engage in any other activity deemed by Gwella, in Gwella’s sole discretion, to be in conflict with the spirit or intent of the Terms of Service.
3. Availability of Site. You agree that from time to time this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Gwella may undertake from time to time; or (iii) causes beyond the control of Gwella or which are not reasonably foreseeable.
4. Disclaimer Regarding the Site and the Services.
a. THIS SITE DOES NOT PROVIDE MEDICAL ADVICE. THE INFORMATION PROVIDED ON THE SITE AND/OR PROVIDED AS PART OF THE SERVICES IS FOR GENERAL EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED FOR DIAGNOSIS OR TREATMENT OF ANY MEDICAL, PHYSICAL, MENTAL, OR OTHER HEALTH RELATED PURPOSES. GWELLA IS NOT A HEALTH CARE PROVIDER AND THE SERVICES ARE NOT PROVIDED BY HEALTH CARE PROFESSIONALS.
b. YOUR RELIANCE ON ANY INFORMATION IN THE SERVICES, ON THE SITE, OR OTHERWISE PROVIDED BY GWELLA OR GWELLA'S’ AFFILIATES IS SOLELY AT YOUR OWN RISK.
c. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS REGARDING YOUR HEALTH OR THE HEALTH OF OTHERS. DO NOT DISREGARD PROFESSIONAL MEDICAL OR HEALTH ADVICE, OR DELAY SEEKING SUCH ADVICE, BECAUSE OF SOMETHING YOU READ ON THIS SITE.
d. GWELLA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. GWELLA DOES NOT WARRANT THAT THE OPERATION OF THIS SITE OR AS PART OF THE SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE. GWELLA DOES NOT WARRANT THAT THIS SITE, OR ITS SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
e. THIS SITE IS NOT INTENDED FOR USE BY INDIVIDUALS UNDER THE AGE OF 18.
5. Ownership of Intellectual Property.
a. Copyrighted Works. All content contained on this Site, including, but not limited to, text, audio, video, photos, and other content is exclusively owned by Gwella. You agree that you will not directly or indirectly copy, reproduce, modify, alter, create derivative works from, distribute, or publicly display any content from the Site or the Services without the prior express written permission of Gwella and any third party where applicable.
b. Trademarks. The trademarks, service marks, company names, logos, and related names and marks (the “Trademarks”) used and displayed on this Site or with the Services are owned by Gwella. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed on this Site without the express written permission of Gwella.
c. No Transfer. Except for the limited license identified in Section 1, you acknowledge that nothing contained in these Terms of Service shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property.
If a third party links to the Site, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with Gwella. Gwella may not even be aware that a third party has linked to the Site.
7. Disclaimer of Warranties.
GWELLA AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THIS SITE AND THE SERVICES WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
GWELLA AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES DO NOT WARRANT THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THIS SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GWELLA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GWELLA DOES NOT WARRANT THAT THIS SITE, THE SERVICES, OR GWELLA’ SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL GWELLA OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THESE TERMS OF SERVICES, THE SITE, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE.
SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS, THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
9. Indemnification. You agree to indemnify, hold harmless and defend Gwella, its affiliates, shareholders, directors, officers, employees, successors, assigns, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to: (i) these Terms of Service; (ii) your use of this Site, the Services, including any data or work transmitted or received by you; and (iii) any prohibited use of the Site or Services.
10. Termination. These Terms of Service are effective upon your acceptance as set forth herein and shall continue in full force until terminated. Gwella reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site or the Services; (ii) suspend your access to or use of all or any portion of the Site or the Services; and (iii) terminate this Agreement. Section 9 shall survive termination for any reason.
11. User Submissions. If you submit information or content to Gwella, with or without a request from us, including, without exclusion, comments, content, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
a. Waiver; Severability. No waiver of any term, provision, or condition of these Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.
b. Law; Forum. These Terms of Service shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles. If you access this Site or the Services from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws.
c. Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.
d. Entire Agreement. These Terms of Service constitutes the complete and exclusive statement of the agreement between you and Gwella and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and Gwella.