Terms of Service

GENERAL TERMS OF SERVICE

1. ACCEPTANCE OF THE TERMS OF SERVICE

Welcome to Welnys! (a.k.a. "we" or "us"). We are excited to have you as user and member of the community. The following terms and conditions (collectively, these "Terms of Service") apply to your use of www.welnys.com, including any content, functionality and services offered on or via Welnys.com (the "Website"). The Terms of Service also include our Privacy Policy, that you can review here: Privacy Policy

We want to keep our relationship with you as lean and informal as possible, but please read the Terms of Service carefully before you start using Welnys, because by using the Website you accept and agree to be bound and abide by these Terms of Service.

Should you disagree with some of the provisions herein, you can either leave the Website (although we'll be sad to see you go!), or contact us at contact@welnys.com. We'll be happy to hear your comments and suggestions.

2. CHANGES TO THE TERMS OF SERVICE AND THE WEBSITE

Welnys is a work in progress, meaning that a lot will change in the near future. We reserve the right to update the Website and these Terms of Service from time to time, at our discretion. We will make sure to announce any major change in a prominent way. Your continued use of the Website following the publishing of updated Terms of Service means that you accept and agree to the changes.

3. ACCESSING THE WEBSITE, SECURITY AND PRIVACY

We are working hard on improving Welnys, but we can't guarantee that the Website will be up and running 24/7. We also reserve the right to suspend or restrict access to some features to users. In any case, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period, nor for any data loss (see also section 7 below).

To access certain features of the Website you have to register by entering your email and choosing a password as part of our security procedures. You must treat such information as confidential, not disclosing it to any third party. There is a password reset procedure in case you forget your password, but please notify us of any breach of security. We highly recommend to choose a strong password and that you log out from your account at the end of every session.

It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. In the future, you may be asked to provide certain registration details or other information. As custom for internet websites, we reserve the right to disable any user account, at any time in our sole discretion for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms of Service.

We use SSL encrypted browsing for all logged-in users, but we cannot guarantee that all use will be secure. We also do not guarantee that the Website or any content provided on the Website is error free. We manage your personal data according to our Privacy Policy.

4. INTELLECTUAL PROPERTY RIGHTS AND USE GUIDELINES.

The Website and its original content, features and functionality (including look!), are owned by Welnys and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted by the Website itself. If you have doubts about whether and how to use of material on the Website, please address your concerns to: contact@Welnys.com

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Website. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Website by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Website is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Website is or will continue to be accurate.

By submitting public User Content through the Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Website and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Website a non-exclusive, perpetual license to access your User Content through the Website, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

We do not guarantee that any Content will be made available on the Website. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Website.

You are permitted to use the Website for your personal, non-commercial use, or legitimate business purposes, provided that your activities are lawful and in accordance with these Terms of Service. Prohibited uses include violation of laws and regulations, hacking the Website in any manner, or violating the Content Standards set below. No right, title or interest in or to the Website or any content on the site is transferred to you, and all rights not expressly granted are reserved. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and can lead to account termination.

We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services or the Site that you may choose in your sole discretion to provide us from time to time (“Feedback”). When you provide Feedback, you grant us, under all right, title and interest in and to the Feedback, a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Website or other products or services.

The Website may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Website.

5. LAW AND COPYRIGHT INFRINGEMENT

We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless Welnys from any claims resulting from any action taken by Welnys during or as a result of its investigations and from any actions taken as a consequence of investigations by either Welnys or law enforcement authorities.

6. DISCLAIMER OF WARRANTIES, LIMITATIONS OF LIABILITY AND INDEMNIFICATION.

Your use of Welnys is at your sole risk. The service is provided "as is" and "as available". We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Website, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights. You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Website. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any third party's property or information.

8. GEOGRAPHIC RESTRICTIONS

For now, we provide this Website for use only by persons located in and residents of the United States. We make no claims that the Website or any of its content is accessible, appropriate or legal outside of the United States. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

9. GOVERNING LAW AND JURISDICTION

These Terms of Service and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

10. WAIVER AND SEVERABILITY

Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Welnys and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

11. FEEDBACK

We welcome any comment, question and communication at contact@Welnys.com

ADDITIONAL TERMS OF SERVICE APPLYING TO WELNYS PROVIDERS, VENDORS AND CONTENT CREATORS

As a Welnys Provider, you are creating listings for your services or goods on https://shop.welnys.com or videos on https://tv.welnys.com or any other Welnys properties.

1. TAXES

The remittance of any applicable sales, service, income or other taxes are your responsibility.

2. LISTINGS

The responsibility of your content lies with the Welnys Provider who has produced it to the service. The Welnys Provider has the right to remove any material when it deems it necessary. It is the responsibility of the Welnys provider to ensure any content submitted to Welnys is accurate, and that you own all of the trademarks, copyrights and other rights used in your submissions.

3. PRICING

You are free to list your service or product at any price point. However, any listings on https://shop.welnys.com must be offered at a price that is equal to, or less than, any other publicly available pricing on any other platform, including your own website. Welnys may offer a price guarantee to its customers, and if a better price has been found by a user who has booked your service or product, the difference will be refunded to the buyer and deducted from your payment. Continued violation of this clause may result in removal from our platforms. By using our platform, you certify that pricing is equal to or lower than prices offered to any other customer of Provider or otherwise publicly available.

4. STANDARDS OF PERFORMANCE

As a user of our platform, you will adhere to the highest levels of customer service. This includes prompt replies to inquiries from buyers within 3 days, arriving to gigs on time, and acting in a professional manner. You warrant that the Services shall be performed in a timely, professional and workmanlike manner. If Provider’s performance falls short of such performance, Welnys may ask you to submit a corrective action report outlining the root cause of failure, plans to resolve the failure and prevent future similar failures, and to promptly implement such plans. Welnys reserves the right to remove any Provider from its platforms.

5. WELNYS’ RIGHTS

Welnys reserves the right to remove, edit or decline to publish any listing or video at its discretion.

6. LIMITATION OF LIABILITY

in no event shall Welnys be liable to PROVIDER for any lost profits or special, incidental, punitive or consequential damages (however arising, including negligence) arising out of or in connection with this Agreement; AND IN NO EVENT SHALL WELNYS’ AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID TO PROVIDER BY WELNYS.

7. INDEMNIFICATION

Provider hereby agrees to defend, indemnify and hold harmless Welnys, its directors, officers, employees, agents, and any assignee from and against any and all losses, damages, injuries, claims, suits, demands, judgments, decrees, losses, costs, expenses and liabilities, including but not limited to attorneys’ fees and courts costs asserted against, imposed upon or incurred by Welnys arising from: (a) the negligence of Provider or its employees in performing under this Agreement, (b) a breach of a warranty, representation or covenant set forth herein; or (c) any claim against Welnys arising from its Services provided to third parties.

8. NON-COMPETITION

As long as you are active user of Welnys.com and our platforms, Provider agrees that Provider will not, directly or indirectly, on Provider’s own behalf, or as a partner, member, stockholder, principal, agent, Provider, or in any other capacity, without the prior written consent of Welnys:

(i) suggest to, attempt to persuade, solicit, cause or induce any customer of Welnys not to do business with Welnys, or to do business with any person, firm, corporation, partnership, limited liability company, association or entity other than Welnys; or

(ii) hire or solicit, cause or induce any employee, service provider, sales representative or independent contractor of Welnys to terminate their relationship or employment with Welnys.

Provider acknowledges that Provider has carefully read the provisions of this provision, agrees that the restrictions and obligations set forth therein, are fair and reasonable and are reasonably required for the protection of the legitimate business interests of Welnys.

9. INSURANCE

Provider shall maintain all insurance and/or bonds required by law, which may include, but are not limited to: workers compensation, commercial general liability, business automobile liability insurance, professional liability, errors and omissions, and sexual abuse liability. From time to time Welnys or Welnys’ clients may ask for proof of insurance and/or to be added as additional insured to your policy.

10. LICENSES

Provider shall be appropriated certificated and licensed as required by law.

11. CONFIDENTAIL INFORMATION

The parties recognize that, in the course of their dealings, each may come into possession of information relating to the business of the other which is not generally known in the industry, which reasonably or logically may be considered to be confidential or proprietary and which might reasonably be expected to do harm to the other if divulged (“Confidential Information”). Each agrees to keep it confidential and not to disclose it, in whole or in part, to any third persons whatsoever, nor even to any of its own employees except those having a “need to know,” and otherwise to protect the confidentiality of such Confidential Information in accordance with reasonable industry practices. Confidential Information of a party shall no longer be subject to the foregoing restrictions (a) if it is or becomes available to the public through no fault of the other party, (b) if it is otherwise known to the other party as shown by written records of the other party at the time of disclosure of the Confidential Information, (c) if, subsequent to disclosure hereunder, it is obtained by the other party on a non-confidential basis from a third party who has the right to disclose such information or (d) if it is required to be disclosed pursuant to a court order, so long as the nondisclosing party is given adequate notice and the ability to challenge the required disclosure. Confidential Information will include the terms and conditions of this Agreement.

12. WELNYS MARKETING ACTIVITIES

Provider grants to Welnys a license to use Provider’s trademarks, service marks, logos, trade names, product names and product line names in connection with Welnys’ marketing activities.

ADDITIONAL TERMS OF SERVICE APPLYING TO WELNYS CUSTOMERS

1. WARRANTY DISCLAIMER

WELNYS SPECIFICALLY DISCLAIMS WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM TRADE USAGE OR COURSE OF CONDUCT, ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICES PROVIDED HEREUNDER.

2. LIMITATION OF LIABILITY

in no event shall WELNYS be liable to COMPANY for any lost profits or special, incidental, punitive or consequential damages (however arising, including negligence) arising out of or in connection with this Agreement; AND IN NO EVENT SHALL WELNYS’ AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO WELNYS BY COMPANY.

3. CONFIDENTIAL INFORMATION

4. NON-COMPETITION

Company agrees that Company will not, directly or indirectly, on Company’s own behalf, or as a partner, member, stockholder, principal, agent, vendor, or in any other capacity, without the prior written consent of Welnys, (i) hire or solicit any employee, sales representative, service provider or independent contractor of Welnys to perform services similar to those Services being provided hereunder by Welnys; (ii) cause or induce any employee, sales representative, service provider or independent contractor of Welnys to terminate their relationship or employment with Welnys and/or (iii) suggest to, attempt to persuade, solicit, cause or induce any customer of Welnys not to do business with Welnys, or to do business with any person, firm, corporation, partnership, limited liability company, association or entity other than Welnys. Despite the foregoing, the foregoing shall not prevent a Party from soliciting employees through general advertising not targeted specifically at any of the other Party’s employees, contractors or agents.

5. WELNYS MARKETING ACTIVITIES

Welnys may reference Company as a customer on its website, in marketing materials and in private oral conversations with existing or prospective customers. At any time, Company may reasonably withdraw its consent with respect to Welnys’ use of the Company’s name and logo on its website and published marketing materials.