Terms of Service
Last Updated: July 17, 2022
Welwaze Medical, Inc. (“Welwaze”, “we”, “us” or “our”) is an innovative developer of health and wellness technologies. We operate this website, where you can learn more about our products and offerings and browse guidance on how to use our products as well as information on women’s health in general (“Site”). We also provide software applications that can be paired to our proprietary breast thermal activity indicators as part of our Celbrea®-branded offering (“Celbrea® Platform”). We will refer to our Site and the Celbrea® Platform collectively as our “Services” in these Terms of Service (“Terms”). These Terms contain important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to your use of our Services.
Welwaze provides proprietary analysis tools and related research resources Welwaze does not provide any health care services, medical advice, or medical treatment and its Services are not for use in any diagnostic, treatment or therapeutic applications.
Please read these Terms carefully. By accessing our Services, you accept and are bound by these Terms. We may modify the Terms from time to time. All changes will be posted, and the effective date will be noted at the top of these Terms. Therefore, you should review it periodically so that you are up to date on our most current Terms.
1. Your Responsibilities
You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Services. Internet connection and any associated charges are your sole responsibilities.
We reserve the right to suspend and/or terminate your account if you misuse our Services, or if you violate the Terms including, without limitation, engaging in any of the following prohibited activities:
- Using the Services other than as permitted by applicable law;
- use, upload, or disclose individually identifiable protected health information (as defined under applicable law) to or through our Services.
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- Give access to your Celbrea® Platform account to any person other than yourself;
- share data that you have obtained as a result of your access to the Celbrea® Platform with any party not authorized or intended to be the recipient of such data as contemplated in these Terms;
- Attempt to interfere with or disrupt our servers or networks;
- Copy, modify, translate, adapt, or otherwise create derivative works or improvements;
- Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code;
- Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features;
- Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices, including any copy thereof;
- Use for the implicit or explicit purpose of promoting or involving:
- The violation of any applicable law, regulation, or code of ethics or professional conduct;
- Fraud, deception, or impersonation;
- to upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
- any other activity that Welwaze may deem, in its sole discretion, to be unacceptable.
You are solely responsible for any claims arising from inappropriate use of the Services, your breach of the Terms, or the violation of any laws or regulations. You agree to hold Services harmless from all such claims.
2. Eligibility to Use the Celbrea® Platform
The Celbrea® Platform is only authorized for use by individuals who are at least 18 years of age whose use of the Celbrea® Platform is subject to and authorized under an effective agreement between Welwaze and a prescribing healthcare provider. Therefore, by using the Celbrea® Platform, you represent and warrant that you: are at least 18 years of age and authorized to use the Celbrea® Platform by a healthcare provider who has contracted for such with Welwaze.
3. Limited Use of the Celbrea® Platform
You understand and acknowledge that the Celbrea® Platform are for your internal research use only and not for use in any human or animal diagnostic or therapeutic procedures. You may only use the Services as permitted by applicable law and regulation.
4. Your Account Security
Certain features or services offered on or through our Services may require you to provide login credentials. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of you failing to keep this information secure and confidential. You agree to notify Welwaze immediately of any unauthorized use of your account or password, or any other breach of security and understand you remain responsible, and may be held liable, for any activity on your account resulting from your failure to keep your account information secure and confidential.
5. Service Updates
Welwaze reserves the right to modify or discontinue its Services (or any portion thereof), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Services. Welwaze shall not be liable to you or any third party in the event that we exercise our right to change, suspend, or discontinue all or any aspect of the Services at any time without notice.
6. Personal Information
We will only use your personal information as set out in our Privacy Notice.
7. Term and Termination
Your right to use any of our Services under these Terms expires upon the earlier of termination or suspension by Welwaze, with or without cause, including, for example, if you violate these Terms. Upon termination of your authorization to use the applicable Services, you expressly agree to immediately cease use of the Services. Subject to applicable law, Welwaze reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Welwaze will have no further obligation to provide the Services.
8. Void Where Prohibited
Use of the Services may not be legal by certain persons or in certain countries. If you access the Services, you do so on your own initiative and are responsible for compliance with local laws. Use of our Services is void where prohibited.
9. Intellectual Property
You acknowledge that the Services are provided under license, and not sold, to you. Except the limited license rights provided herein, the Services, including all tangible and intangible rights therein, is and shall remain the sole property of Welwaze. Such proprietary rights belonging exclusively to Welwaze include but are not limited to all now known or hereafter known tangible and intangible rights, title, interest, copyrights (including, as applicable moral rights), trade secret rights, all rights in the underlying technology (whether or not patented or patentable) and all other related rights in and to the Services, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information. The Services are protected by all applicable intellectual property laws and international treaties.
WELLWAZE MEDICAL®, CELBREA®, the Services’ logos, and other product and service names of Welwaze are trademarks of Welwaze and you may not to display, reproduce or otherwise use these trademarks in any manner without Welwaze’s prior written permission.
10. Feedback and Submissions
We welcome your comments regarding Welwaze and the Services. If you choose to send us your feedback, ideas and materials, we will maintain these submissions in our sole discretion and consider such to be irrevocably transferred to Welwaze. You understand and agree that by providing these submissions to us that you are irrevocably assigning any rights you may have in such to Welwaze and that Welwaze shall have the right, but not the obligation, to use these submissions perpetually, free of charge, and throughout the world without restriction.
11. Information on Site
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.
12. DISCLAIMER OF IMPLIED WARRANTIES
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WELWAZE DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, WELWAZE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WELWAZE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. MEDICAL DISCLAIMERS
Welwaze is a technology platform and is not licensed to practice medicine or operate a pharmacy, nor do we recommend or prescribe treatment or medication. Welwaze is not responsible for the healthcare or advice provided by independent healthcare providers.
14. LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SERVICES. IN NO EVENT SHALL OUR, OUR PARENT AND OUR SUPPLIERS’ CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES EXCEED THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO WELWAZE IN THE PRECEDING TWLEVE (12) MONTHS, OR (2) $100. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WELWAZE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to defend, indemnify, and hold harmless Welwaze, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use or inability to use the Services, other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
16. Dispute Resolution.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Welwaze and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, or to any aspect of your relationship with Welwaze, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Welwaze may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us. The arbitration will be conducted by JAMS. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. Payment of all filing, administration and arbitrator fees will be governed by the JAMS’s rules. Welwaze will reimburse all such filing, administration and arbitrator fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
- Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Welwaze. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND WELWAZE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Welwaze are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PATIENT OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PATIENT OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Florida. All other disputes, claims, or requests for relief shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address at the end of these Terms, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Welwaze username (if any), the email address that is associated with your Welwaze account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
17. Governing Law.
Florida law governs these Terms, as well as any claim, cause of action or Dispute that might arise between you and Welwaze, without regard to conflict of law or choice of law rules. We make no representation that our Services are appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services you agree to do so subject to the laws of Welwaze and the United States.
18. Other Important Terms
- If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the fullest extent under law.
- You agree that these Terms and any other agreements referenced herein may be assigned by Welwaze, in our sole discretion, to a third party in the event of a merger or acquisition.
- These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your use of the Services.
- These Terms are not assignable or transferable by you without the prior written consent of Welwaze, and any attempt to do so shall be void.
- No waiver by Welwaze of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Welwaze to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
19. Contacting Us
If you have any questions or comments about these Terms, please contact us at:
Welwaze Medical, Inc.
Attn: Privacy Officer
2800 NW 105th Ave,
Miami, FL 33172 USA