The purpose of this Agreement is to set forth the terms and conditions under which, among other things, Waltz Health will license to You access to the Website. References to “Website” shall mean the website currently located at waltzhealth.com. Waltz Health’s services (the “Services”) are described within various pages of the Website, as such Services may be modified or amended from time to time. You should review these pages to gain a better understanding of the Services and the goals behind the Website. Access to the Website for the purposes described above is sometimes reference to herein as the “Purpose”. Waltz Health expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its Services and/or access to the Website.
You shall not directly or indirectly copy or reproduce all or any part of the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Website solely for its intended purposes and shall not use the Website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Website to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, audio materials, text, messages or other information (collectively, “Posted Information”): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; (f) that is inappropriate or pornographic in any way; or (g) in violation of the any acceptable use policy or other policy posted at the Website from time to time. You shall not violate or attempt to violate the security of the Website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Website, including, without limitation, any of the software comprising or in any way making up a part of the Website. You shall defend and indemnify Waltz Health, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 2.
Term and Termination.
This Agreement shall continue in full force at all times while the Website remains available for access (the “Term”). Notwithstanding the foregoing, Company shall be entitled, at its sole discretion, to restrict or prohibit Your access to any non-public portions of the Website and/or any Services. In addition to the foregoing, in the event that Waltz Health determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Waltz Health policy in effect from time to time or otherwise failed to perform to the standards required of Waltz Health, Waltz Health shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to various portions of the Website, in each of the foregoing cases at any time and for any period of time. Waltz Health shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Website, including without limitation any information input into the Website by You.
Waltz Health Rights.
Waltz Health shall be entitled, at its sole discretion, to: (i) remove or cancel any information or content you may post at or through the Website (“Posted Information”) that Waltz Health deems to be offensive, illegal, inaccurate, contrary to any agreement or contract or inappropriate in any way, and Waltz Health shall not be liable to You or any other party on account of any such decision; (ii) review all Posted Information to ensure that it complies with all applicable rules and policies; or (iii) suspend, restrict and/or terminate, without notice of any kind, Your access to certain portions of the Website. Notwithstanding the foregoing, Waltz Health shall not be required to review or monitor any Posted Information posted by You at the Website, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Waltz Health, You shall be deemed to be the sole owner of all Posted Information submitted or posted by You within or through the Website; and (ii) Waltz Health is the sole owner of the names “Waltz Health” and “Waltz Health”, as well as the Website, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Waltz Health regarding the Website shall, upon submission to Waltz Health, be owned solely and exclusively by Waltz Health.
Use of Posted Information.
In exchange for Your use of the Website, You hereby grant to Waltz Health an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You post to the Website or submit to Waltz Health, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. You also irrevocably grant the users of the Website the right to access and review Your Posted Information in connection with their use of the Website. Finally, You irrevocably waive, and cause to be waived, against Waltz Health and its users any claims and assertions of moral rights or attribution with respect to Your Posted Information.
You agree to treat as confidential all confidential information of Waltz Health, not to use such confidential information for any purpose other than to the limited extent necessary to use the Website and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Waltz Health, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice.
Except as explicitly set forth herein, neither Waltz Health, its affiliates, subsidiaries or any of any such party’s equity holders, directors, managers, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website will be error-free, (c) as to a minimum level of uptime for the Website, (d) as to the accuracy or timeliness of any information posted within the Website, or (e) as to the results that may be obtained by You by entering into this Agreement and/or using the Website. You agree and acknowledge that the Website is licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) Waltz Health shall not be responsible for any actions taken by any other party using the Website or reviewing any of Your Posted Information; (ii) Waltz Health does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Waltz Health is not responsible for any other party’s compliance with applicable laws, rules or regulations; (iv) Waltz Health’s services are administrative in nature and Waltz Health is not responsible for verifying the accuracy or veracity of any Posted Information; (v) Waltz Health shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights; and (vi) the Website may not function properly or as intended at times.
Unavailability of Website.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet and the Website. While it is Waltz Health’s objective to make the Website accessible at all times, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Waltz Health, access to the Website may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Waltz Health shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT WALTZ HEALTH SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE.
Limitation on Liability.
WALTZ HEALTH SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ANY EVENT, WALTZ HEALTH’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50.
Waltz Health shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
The following terms and conditions govern general use of the Website:
You agree to abide by all restrictions displayed on the Website, as and when they are updated from time to time, including, without limitation, the rules in this Section 10. Waltz Health reserves the right to remove any content You post to the Website, block the sending of any inquiry or other content Waltz Health deems inappropriate in its sole discretion, and may terminate all access to the Website at any time in its sole discretion for any or no reason. While Waltz Health reserves the right to monitor all postings and/or content posted at the Website, it has no obligation to do so.
You may use the Website only in good faith for the purposes described herein. You may download and print out portions of the content from the Website for non-commercial purposes provided that You follow the rules in this Agreement. You may not use the Website to promote another business or commercial venture unless separately agreed with Waltz Health. You may not “scrape” any data or other information posted at the Website.
Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
You may not create compilations or derivative works of the Website, Website content or any other materials from the Website.
You may not use the Website and/or Website content or any other materials from the Website in any manner that may infringe upon any copyright or other intellectual property right, proprietary right or property right of Waltz Health or any third party.
You may not use the Website or any communications service, chat room, message board, blog, forum, newsgroup or other interactive service that may be available to You on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
- is false;
- contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
- includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
- You are restricted from using under any law;
- infringes upon the intellectual property rights of any third party; or
- contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
Other Prohibited Uses.
You may not use the Website for any purpose that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious or otherwise violates Waltz Health’s rules or policies;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability or any other classification protected by law;
- invades any person’s or entity’s privacy or other rights;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation or any form of lottery or gambling;
- misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Waltz Health, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
- could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
Others’ Personal Information.
You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
Harm to Minors.
You may not take any action on the Website or use the Website content to harm minors in any way.
You may not use the Website or any Website content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
The Website and the Website content may contain and/or provide access to content provided by third parties, which may include, without limitation, information, dialogue, opinions, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom any such Third Party Content originates is solely responsible for it and Waltz Health assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Waltz Health has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and/or any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Waltz Health expressly states in writing to the contrary, Waltz Health neither endorses nor adopts as its belief any such statements. Waltz Health may provide information in articles Waltz Health posts or links through the Website only for educational and general informational purposes and not as professional advice. Waltz Health has made no attempt to verify any information contained in any such articles.
As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Waltz Health. When You uses these links, You will leave the Website and Waltz Health will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Waltz Health is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Waltz Health’s Agent for Notice with the following information in English (Your “Notice”):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that You claim has been infringed;
- a description of where the material that You claim is infringing is located on the Website;
- Your address, telephone number, and email address;
- a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Waltz Health has disabled access, Waltz Health may forward a copy of a valid Notice including name and email address to such individual or entity. Waltz Health’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Waltz Health
351 W. Hubbard Street, Suite 709
Chicago, Ilinois 60654
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement and/or the Website shall be resolved in the appropriate Federal or state court located solely and exclusively in Cook County, Illinois. You hereby consent to exclusive jurisdiction in Illinois, and agree not to raise any defense of forum non conviens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent, employee or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Waltz Health’s prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.