terms of use

Introduction 

Welcome! These Terms of Use are intended to make this website safe, friendly, informative, and fun for everybody. As a valued participant, we invite you to report any violations of these Terms by emailing us at hello@upwell.com. This document also defines the legally binding terms of your use of this website as a visitor/user and/or member.

  • Your acceptance of our Terms of Use
  • Minors
  • Your responsibility for information you provide to UpWell
  • Prohibited activities
  • Violations of UpWell’s Terms of Use
  • Disclaimer on information provided by UpWell
  • Arbitration and Governing Law
  • General Legal information
  • Modifications of Terms of Use
  • Copyrights
  • Contact information

This website is owned, managed, and operated by UpWell, with a principal place of business at 10855 S. Riverfront Parkway, South Jordan, UT 84095.

 

Your acceptance of our Terms of Use

The Terms of Use (“Agreement”) is between you and UpWell and your rights and obligations under this Agreement and in using this website are not assignable. Your use and access of the website constitutes your acceptance, without modification, of the terms, conditions and notices contained herein. In addition, when using particular website services, you shall be subject to any posted guidelines, rules, and policies applicable to such services that may be posted from time to time. All such guidelines, rules, and policies are hereby incorporated by reference into this Agreement.

By using this website, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU ACCEPT THE TERMS THEREOF. Please read the following terms carefully. If you do not agree to the terms and conditions of this Agreement, you may not access, view, obtain goods or services from, or otherwise use this website.

You also agree to the terms and conditions of the UpWell Privacy Policy, hereby incorporated by reference, which details the ways in which we and other parties might use personal information that belongs to you. In accordance with this Policy, we may use information and materials received from you or collected through your use of our website, and may disclose such information to third parties. View our Privacy Policy by clicking here

YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS, AND/OR INFORMATION MADE AVAILABE OR DISCUSSED ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL UPWELL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR WITH HYPERTEXT OR GRAPHIC LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED WEBSITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF UPWELL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM UPWELL’S NEGLIGENCE OR GROSS NEGLIGENCE. FURTHER, UPWELL DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED OR AVAILABLE THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, UPWELL’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THIS WEBSITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THIS WEBSITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

You are responsible for regularly reviewing this Terms of Use document. UpWell reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of this document, in whole or in part, at any time, without prior notice.

 

Minors

You acknowledge that you are 18 years of age or older, and, if under the age of 18, are using this website under the supervision of a parent, legal guardian, or other responsible adult. Children under the age of 18 are not allowed to visit or otherwise use our website.

We take the safety of minors very seriously, and encourage parents, legal guardians and other responsible adults to be actively involved in helping their minors learn about and use safe internet practices.

 

Your responsibility for information you provide to UpWell

You acknowledge that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this Agreement and will not cause injury to any person or entity; and that you will indemnify UpWell or its affiliates for all claims resulting from content you supply.

By posting messages, creating or modifying a home page, chatting, uploading files, inputting data, transmitting e-mail, or engaging in any other form of communication (individually or collectively “Communications”) to or through the website, you hereby grant to UpWell a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications throughout the world, in all media now known or hereafter developed. You hereby waive all rights to any claim against UpWell for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

You will be responsible for your own Communications and the consequences of posting or otherwise transmitting those Communications. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an “Action”) against UpWell and/or each of its affiliates, directors, officers, agents, employees or sublicensees, (collectively, the “Indemnitee”) to the fullest extent permitted by law arising out of or in connection with (1) an assertion that the information, content or other materials or services provided or made available by you or the use thereof may infringe any copyright or trademark rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach by you of your obligations under this Agreement which causes or is alleged to have caused actual or potential liability to a third party; and (3) any content provided by you in a chat room, message board, e-mail, or home page (created or used by you) on the website, or statements made by you in the website or through other media. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities and attorneys’ fees incurred in defending and/or resolving such Action.

UpWell disavows any and all responsibility and liability for your acts associated with the use of our websites and online properties, and you release UpWell from any and all liability associated with our enforcement of our Terms of Use. Your sole remedy against UpWell in the event of a dispute arising out of this Agreement, the Website (including goods or services offered through it by UpWell) or your use thereof, is to terminate this Agreement by ceasing your use of the Website and/or pursuing your rights as described in Section 9 of this Agreement [may change to section 8]. In the event of termination of this Agreement, UpWell may delete and/or store, in its discretion, data associated with your use of the website. UpWell may also change, suspend, or discontinue any aspect of the website at any time, including the availability of any website feature, database, or content.

 

Prohibited activities

You are prohibited from uploading, downloading, emailing, posting or transmitting to, or distributing or otherwise publishing through UpWell’s websites any material which:

1. Disrupts the normal flow of dialogue and/or exchange on the website, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using and enjoying the website; and/or:

  • Specifically contains material that is unlawful, threatening, bullying, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, hateful, pornographic, profane, sexually explicit, or indecent;

2. Constitutes or encourages conduct that would constitute a criminal offense, potentially give rise to civil liability (including claims of defamation and/or libel), or otherwise violate the local, state, or national laws of any country; violates, plagiarizes, or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity, trade secrets, or any other proprietary right; and/or involves:

  • Exchanging or swapping of images, music, or other protected intellectual property;
  • Gathering, “harvesting” or “farming” email addresses;
  • Posting or transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation to other users. (Inquiries regarding a commercial relationship with UpWell should be made through our contact form.)

3. Contains a virus, worm, Trojan horse, or other harmful component.

4. Contains any information, software, or other material of a commercial nature.

5. Constitutes commercial use of the website; e.g.: contains solicitations or unauthorized advertisements of any kind.

6. Constitutes or contains false or misleading indication of origin or statement of fact.

7. Contains chain letters or pyramid schemes.

8. Constitutes the exchange of personally identifiable information with another member of the website/community in a public place on the website/community to facilitate contact outside of the website/community, including but not limited to the posting of an email address, phone number of any type, or address of any type.

9. Interferes with ability of others to enjoy the site.

10. Promotes, solicits, recruits, furthers, assists, plans, agrees to, aids or attempts to aid, or furthers negative discussions or potentially related negative behaviors, on any of the following topics:

  • Illegal drug use
  • Self-harm of self-injury
  • Suicide
  • Homicide
  • Domestic violence
  • Sexual abuse
  • Child abuse
  • Threats against UpWell and/or its employees

Violations of UpWell’s Terms of Use

In the event you violate our Terms of Use by engaging in a prohibited activity, or for any reason, whether with or without cause, at our sole discretion, we reserve the right, at any time, with or without prior notice or warning, to:

1. Edit any such prohibited information.

2. Delete any such prohibited information.

3. Refuse service, pause, suspend or terminate your account for any period of time or indefinitely. Reinstatement of any paused, suspended or terminated account shall be at our sole discretion.

4. Release information to the proper authorities, including law enforcement, as a result of a violation of our Terms of Use or alleged unlawful acts, or if the information is subpoenaed and/or if we deem it necessary and/or appropriate.

 

Disclaimer on information provided by UpWell

1. No Medical Advice: UpWell does not provide medical advice and nothing contained herein shall be construed as medical advice. Statements and posts on this website have not been evaluated by the FDA, and are not intended to diagnose, treat, cure or prevent any disease. Always consult your physician before starting any exercise program, changing dietary habits, or discontinuing the use of any prescribed medications. This website is not to be used as a replacement for professional medical care and advice. UpWell does not assume any responsibility for any aspect of healthcare administered with the aid of content available on the website, and the user understands any statements and posts are for educational purposes and are not a substitute for professional medical advice, diagnosis, or treatment.

2. No Guarantee on Content: UpWell does not represent or guarantee the truthfulness, accuracy, or reliability of any material posted or otherwise transmitted by website users nor endorses any opinions expressed by such users. UpWell does not screen, monitor or approve Communications from our website users in advance. If we receive notification about a user regarding Communications which allegedly do not conform to this Agreement, UpWell has the right, but not the obligation, to investigate the allegations and determine in good faith and at its sole discretion whether to remove or request the removal of the Communication. We have no liability or responsibility to users for performance or nonperformance of such activities.

3. Information about UpWell: The website contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any liability arising from its accuracy and any duty or obligation to update this information or any other content. Our website may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for our products or services, as well as our intentions, plans, and objectives that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on our website, words like “anticipates,” “expects,” believes,” “estimates,” “seeks,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The website and the information contained herein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents. UpWell makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the website. We make no guarantee of the accuracy, correctness or completeness of any information on the website, and shall not be responsible for:

  • Any errors of omission arising from the use of such information.
  • Any failures, delays or interruptions in the delivery of any content or service contained within the website.
  • Any defamatory, libelous or unlawful material contained within the website, including user web pages, resumes, emails, profiles, opinions, advice, statements, memorandums or discussion board postings, or materials related to a users’ use of the website’s chat features. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. You acknowledge that neither UpWell nor its website members, while such members are participating in the website, are engaged in rendering legal, medical, counseling, or other professional services or advice. We encourage you to seek appropriate professional advice for any situation or problem that you may have. UpWell has the right, but not the obligation, to correct any errors or omissions in any portion of the website.

4. No Warranties or Guarantees for 3rd party content, offers, products or services.

  • 3rd Party content. The links found on the website will let you leave our website and go to websites operated by parties other than UpWell. The linked websites are often not under the control of UpWell and we are not responsible for the contents of any linked website or any link contained in a linked website that are not owned and operated by UpWell, or any changes or updates to such websites. Such links by the website to websites maintained by third parties do not constitute an endorsement, guaranty, or warranty by UpWell, or any of its affiliates, of any third party or their content, nor the existence of a partnership, joint venture, agency, or other relationship between UpWell, or any of its affiliates, and any linked third party or their content. UpWell does not assume any responsibility or liability for the actions, product, content and/or information of these and other third parties and/or their websites. You should carefully review their privacy statements and other conditions of use.
  • 3rd Party offers, products, services. By offering a number of third party products and services, including advertisements, on our website, UpWell makes no warranties or representations of any kind as to the content or suitability of the subject matter of any website, product or service from any such third party business or individual. UpWell expressly disclaims liability for direct, consequential, or incidental damages arising from the products, services, advertisements, actions, or website content of these and any other third parties, and you waive any claims against UpWell for damages arising from such transactions or your reliance upon statements contained therein. You will not consider UpWell nor will UpWell be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with the transaction. Merchants are responsible for all aspects of order processing, fulfillment, billing, and customer service. You agree that use of such merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY UPWELL; EXPRESSED, IMPLIED, OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY, AND/OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES IS UPWELL LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS FOUND ON THE WEBSITE OR FOR ANY INFORMATION APPEARING ON MERCHANT WEBSITES OR ANY OTHER WEBSITE LINKED FROM OR TO OUR WEBSITE.

Arbitration and Governing Law

1. Arbitration Agreement: Any legally actionable dispute or claim arising out of, connected with, or relating to this Agreement (including any issues related to the enforcement, validity or interpretation of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions), the goods and services offer by or through UpWell, or the website itself (collectively, the “Parties’ Relationship”) shall be exclusively resolved through BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against UpWell in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you explicitly agree that you may not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against UpWell for any dispute, claim, or alleged damage arising out of, connected with, or relating to the Parties’ Relationship. If this class or representative action waiver provision is found to be unenforceable by the final unappealable judgment or verdict of any court of competent jurisdiction then the entirety of this arbitration provision shall, at the sole election of UpWell be null and void with the exception of the provisions related to governing law and venue (which shall under any circumstances remain New York and Salt Lake City, Utah respectively).

2. Notice of Rights: By using the website or the goods and services offered by or through UpWell in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and UpWell (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can (although the arbitrator may award declaratory or injunctive relief, if appropriate, only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim), but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.

3. Court Proceedings: In the event that this class action and or representative action waiver is unenforceable, any litigation arising out of, connected with, or related to the Parties’ Relationship brought against UpWell (except for small-claims court actions) may be commenced only in the federal or state courts located in Salt Lake City, Utah. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

4. Governing Law: This Agreement, the applicable scope of this provision (Arbitration and Governing Law), and any and all disputes arising out of, connected with, or relating to this Agreement between you and UpWell or the Parties’ Relationship (including but not limited to those disputes sounding in tort) shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. The parties agree that this provision (Arbitration and Governing Law) shall survive the termination of this Agreement.

5. Arbitration Procedures. Click here to read

 

General Legal Information

1. Time limit for filing claims: Any cause of action you may have with respect to your use of the website must be commenced within one year after the claim or cause of action arises.

2. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall survive the termination of the Parties’ Relationship, and applies to all claims and disputes whether they arise or are asserted during or after termination of the Parties’ Relationship, and can only be changed, modified, rescinded or superseded as provided for in this Agreement.

3. Notices: Notices under this Agreement shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to UpWell, Attn: Legal Department, 10855 S. Riverfront Parkway, South Jordan, UT 84095.

4. Entirety of the Agreement: This Agreement and our Privacy Policy contain the entire agreement between you and UpWell with respect to this website. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and UpWell with respect to this website, and goods and services offered through it by UpWell. No party is relying on any representations, oral or written, on the subjects of the effect, enforceability or meaning of this Agreement, except as specifically set forth herein. Any rights not expressly granted herein are reserved.

 

Modifications of Terms of Use

We reserve the right to modify these terms at any time, so please review it frequently. If we make material changes to these terms, we will notify you here, by email, or by means of a notice on our home page. The most current version of these terms, which supersedes all previous versions, can be reviewed by clicking on the Terms of Use at the bottom each page of this website. Use your browser’s “Print” button to keep a copy of these terms.

 

Copyrights

The content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the website are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights as a collective work and/or compilation, pursuant to international conventions and U.S. and other copyright laws. Other product and company names mentioned herein may be the trademarks of their respective owners. The contents, and every part thereof, of the website are only for your personal, non-commercial use. You do not acquire ownership rights to any content, document, or other materials viewed through our website. The posting of information or materials on the website does not constitute a waiver of any right in such information and materials. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on our website. Unless otherwise prohibited from doing so, you may download and make one (1) copy of the content and other downloadable items displayed on the website for your personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such content. Any copying, republication, or redistribution of website content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of UpWell and/or the respective intellectual property rights holder identified in the subject content.

UpWell respects the intellectual property rights of others and expects our users to do the same. The policy of UpWell is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide UpWell’s Copyright Agent and Counsel with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and, (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Contact Information

UpWell

10855 S. Riverfront Parkway

South Jordan, UT 84095

Email: hello@upwell.com

Phone: (866) 733-4185