Terms and Conditions
EFFECTIVE DATE: April 10th, 2018
PLEASE READ THIS AGREEMENT CAREFULLY. BY VIEWING AND/OR USING THIS WEB SITE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Welcome to wellhello.com! wellhello.com is owned and operated by Smoochy Brands, LLC, a New York limited liability company (“Smoochy Brands,” “We,” or “Us”). This Agreement (the "Agreement") governs your use of wellhello.com (the "Site") and any Services (defined below) provided through the Site. We reserve the right to modify the terms and conditions of this Agreement at any time and will provide notice to you by updating the date at the top of this Agreement ("Effective Date"). If the changes are significant, we will use reasonable efforts to notify you via email, however we are not required to do so. Any changes will be effective as of the published Effective Date, with or without email notification. Your continued use of the Site and/or its Services after any such changes are made to this Agreement constitutes your acceptance of the new terms and conditions. It is your responsibility to review this Agreement whenever you visit the Site to make sure that you are up to date with the current terms and conditions governing your use of the Site. If you do not agree or cannot comply with this Agreement (including any referenced policies or guidelines), please immediately discontinue your use of the Site and Services.
The services provided through the Site include, among other things, user profiles, tools for communicating with other Users, and access to content provided by Us (collectively the “Services”). In the future, we may offer additional or different Services, change the Services, charge for the Services, or cease offering some or all of the Services with or without notice. This Agreement shall apply to any additional or revised Services.
a. Minimum Age. The Site is not intended for use by minors. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE SITE AND/OR THE SERVICES. By using the Site, you affirm that you are of the age of majority (18 or older, depending on the age of majority in your jurisdiction).
b. Criminal History. By requesting to use, registering to use, and/or using the dating and communications Services, you represent and warrant that you have never been convicted of a serious or violent felony (as defined here) and/or are not required to register as a sex offender with any government entity.
c. Banned Users. We reserve the right to temporarily or permanently ban Users who violate these terms and conditions. Banned users may not use the Site or the Services.
d. Compliance with Applicable Law. You may not access the Site or the Services from any jurisdiction where doing so would or could be considered a violation of any law, regulation, or community standard. You are responsible for determining whether the use of the Services is legal in your jurisdiction.
e. Specially Designated Nationals. You may not use the site if you are a Specially Designated National, or an officer, director, shareholder, employee, or agent of a Specially Designated National. A current list of Specially Designated Nationals can be found here.
2. Use of Site and Services
As a user of the Site you agree to the following:
a. Personal Noncommercial Use Only. The Site and Services are intended for the personal noncommercial use of its Users. As such, you may not: (i) advertise or solicit any User to buy or sell any products or services through the Site or Services; (ii) allow others to use your account; (iii) commercially exploit the Site or the Services or any portion thereof in any manner; (iv) frame or embed any trademark, logo, or other content on the Site for display on some other website without our permission; (v) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; or (vi) use any manual or automated software, devices or other processes to “scrape” or download data from the Site.
b. Assumption of Risk. YOU ASSUME ALL RISK WHEN USING THE SITE AND/OR THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL RISKS ASSOCIATED WITH ANY ONLINE OR OFFLINE INTERACTIONS WITH OTHERS. IT IS YOUR RESPONSIBILITY TO TAKE THE NECESSARY PRECAUTIONS WHEN MEETING OR INTERACTING WITH OTHER USERS. By using the site, you specifically recognize and acknowledge that we do not pre-screen or perform criminal background checks on Users, nor do we verify that the information they provide to you, if any, is consistent with the registration details provided to us.
c. One Profile. You agree that you will not create more than one unique user profile on the Site at one time, and that you will only use the Site for its intended purpose.
3. Site Content
Content posted by you to the Site, or sent by you to Users of the Site, is referred to as “Your Content.” Content posted by Users of the Site and/or Services (“Users”), or sent to Users by other Users, is referred to as “User Content.” Content that is posted by Smoochy Brands is referred to as “Our Content.” Your Content, User Content, and Our Content are referred to collectively as the “Site Content.” The “Site,” as defined above, is comprised of the Site Content and the underlying software of the Site (including without limitation: the structure, layout, design, look and feel, and functionality of the Site). The Site is a copyrighted work owned by Smoochy Brands and/or its licensors.
You agree that Smoochy Brands has the right (but not the obligation) to access, rearrange, modify, and remove or restrict access to any Site Content, including Your Content, at its sole discretion and without notice or compensation to you. Without limiting the foregoing, you agree that Smoochy Brands may (but shall have no obligation to) remove or restrict access to any Content that violates this Agreement or that Smoochy Brands believes is otherwise objectionable, for any reason or no reason, at its sole discretion.
In consideration of your agreement to these terms and conditions, and subject to your compliance with them, Smoochy Brands grants you a personal, non-exclusive, non-assignable and non-transferable license to use the Site solely as permitted under this Agreement.
(a) Our Content
Our Content includes content owned by Smoochy Brands and its licensors. Your use of Our Content and the Site is entirely at your own risk, and you agree that we will not be liable to you for any damages resulting from errors or omissions in the Site Content, or from your or another User’s use of the Site Content.
(b) User Content
Smoochy Brands is not responsible for and does not control User Content. Smoochy Brands has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to User Content. Your use of all User Content and interactions with other Users is at your own risk. Your interactions with other Users are solely between you and the other Users, and We are under no obligation to become involved. You agree that Smoochy Brands will not be liable for any harm to you resulting from your interactions with other Smoochy Brands Users. We urge all Users to use extreme caution when communicating with strangers online.
(c) Your Content
With respect to any information that you post to the Site or transmit via the Site, including without limitation; documents, profile information, messages, and comments (collectively “Your Content”), you agree that you are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Service; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter "post") through the Services and/or the Site; and (iii) your interactions with other Registered Users through the Services.
You agree that you will not provide inaccurate, misleading or false information to WellHello brands or to any other User. If information provided to Us or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Us of such change.
You hereby grant to Us a perpetual, royalty-free and non-exclusive worldwide license to publish Your Content on the Site, on any other Site, or in any other media. You agree that We may reproduce, modify, adapt, distribute and/or publish any of Your Content, in any media, at any time, without compensation to you. You represent, warrant, and guarantee that you have the full right, ability, and authority to post Your Content to the Site and grant this license to Smoochy Brands.
4. User Conduct
You will not post on the Site, transmit to other Users, or otherwise engage in any activity on the Site or through the Services that:
(a) promotes racism, bigotry, or hatred against any group or individual;
(b) threatens physical harm to any individual or group of individuals;
(c) is meant to or has a tendency to harass, annoy, threaten, stalk or intimidate any other User(s);
(d) is false, defamatory, abusive, obscene, offensive or otherwise objectionable;
(e) contains others' copyrighted content (including photos, videos, or text) without their permission;
(f) contains hyperlinks to content that you know, or are reasonably aware, infringes others’ copyrights or trademarks;
(g) depicts another person without his or her permission;
(h) solicits, promotes or enables illegal or unlawful activities, such as gambling, instructions on how to make or buy illegal weapons or drugs, create or disseminate computer viruses, or circumvent copy-protect devices;
(i) is intended to mislead, deceive, swindle or defraud other Users;
(J) contains viruses, trojan horses, or other harmful, or disruptive software or code;
(k) promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
(l) discloses your own or another person's personal information on or through the Site or the Services (other than providing another User with your own personal information in a direct communication), or collects or solicits another person's personal information for commercial or unlawful purposes;
(m) is off-topic, meaningless, or otherwise intended to annoy or interfere with other Users’ enjoyment of the Site;
(n) impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity, including Smoochy Brands;
(o) purports to give any legal, medical, or other form of professional advice.
WE CANNOT AND DO NOT ASSURE THAT OTHER USERS WILL COMPLY WITH THESE USER CONDUCT GUIDELINES OR OTHER PROVISIONS OF THIS AGREEMENT. YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY SUCH LACK OF COMPLIANCE BY OTHER USERS.
5. Your Registration and Account
(a) Registration Obligations. Membership is required to use most functions on the Site. To become a Registered User, you must provide the following information ("Registration Data"):
You agree that the Registration Data you provide: (1) is true, accurate, current and complete, and (2) will be maintained and updated by you to keep it true, accurate, current and complete. We reserve the right to terminate your use of the Site if we, in our sole discretion, determine that any of your Registration Data is inaccurate or incomplete.
(b) Account Security
You will obtain a username and password upon completing the registration process for the Site. You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities, charges and/or liabilities that occur under your username and password or account number whether or not authorized by you. You will immediately notify us of any unauthorized use of your user name or any other breach of security. We will not assume liability for any loss or damage arising from your failure to comply with this section.
(c) Premium Membership
Use of most Services requires a premium membership. Registered Users who purchase Premium Membership (“Premium Users”) are responsible for paying periodic membership fees as described on the applicable sign-up page(s). We reserve the right to change membership prices and offer Premium Memberships at different price points to our Users. Payment terms are provided at the time of sign-up.
WE RESERVE THE RIGHT TO CHANGE OUR FEES AND BILLING METHODS AT ANY TIME, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT OR SERVICES OR CHANGES TO SERVICES ASSOCIATED WITH VARIOUS MEMBERSHIP OPTIONS, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING. WE MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. IF ANY SUCH CHANGE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE YOUR MEMBERSHIP. YOUR CONTINUED USE OF THE SITE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO FEES AND/OR BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
(d) Information Collection and Privacy
(e) Disclosure By Law
You acknowledge and agree that We may disclose information you provide if required to do so by law, or if We, in our sole discretion, believe that disclosure is necessary to (i) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (ii) protect or defend our rights or property, or those of a third party; or (iii) protect someone's health or safety, such as when harm or violence against any person is threatened.
6. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE SITE, THE SERVICES, AND ANY INFORMATION ACCESSIBLE ON, OR THROUGH THE SITE OR THE SERVICES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.” YOU EXPRESSLY AGREE THAT THE SITE AND THE SERVICES ARE PROVIDED FOR ENTERTAINMENT PURPOSES ONLY AND THAT USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SMOOCHY BRANDS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SMOOCHY BRANDS, ANY OF ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (i) THAT THE SITE OR THE SERVICES, WILL MEET YOUR REQUIREMENTS OR WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR FREE; (ii) THAT THE SITE OR THE SERVICES WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, OR SECURE; (iii) THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR THAT THE SITE OR SERVICES WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (iv) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY MATERIAL PUBLISHED OR ACCESSIBLE ON OR THROUGH THE SITE OR SERVICES, SPECIFICALLY INCLUDING MATERIAL IN USER PROFILES; AND (v) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SMOOCHY BRANDS AND ITS AFFILIATES HEREBY DISCLAIM, AND YOU HEREBY WAIVE AND RELEASE SMOOCHY BRANDS AND ITS AFFILIATES FROM, ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES IN TORT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SITE AND THE SERVICES, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF SMOOCHY BRANDS OR ITS AFFILIATES.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT SMOOCHY BRANDS CREATES AND MAINTAINS SOME OF THE PROFILES ON THE SITE, AND THAT SOME “MEMBERS” OF THE SITE ARE ACTUALLY PERSONS CREATED BY EMPLOYEES OR AGENTS OF SMOOCHY BRANDS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SMOOCHY BRANDS MAY RESPOND TO YOUR COMMUNICATIONS TO THESE ACCOUNTS THROUGH EMPLOYEES, AGENTS OR CHATBOTS THAT IMPERSONATE THE MANAGED PERSONS PORTRAYED IN SUCH PROFILES. YOU SPECIFICALLY AUTHORIZE SMOOCHY BRANDS TO UTILIZE SUCH PROFILES IN ORDER TO ENHANCE YOUR EXPERIENCE ON THE SITE, COLLECT DATA REGARDING USER PREFERENCES AND EXPERIENCE, AND EVALUATE USER COMPLIANCE WITH OUR TERMS AND CONDITIONS. SUCH MANAGED PROFILES ARE IDENTIFIED BY A GREEN DOT CONTAINING A WHITE HEART ICON.
SMOOCHY BRANDS MAKES NO CLAIM THAT THE SITE OR THE SERVICES ARE APPROPRIATE OR LEGALLY ACCESSIBLE FROM OUTSIDE OF THE UNITED STATES. IF YOU ACCESS THE SITE OR THE SERVICES FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES ARE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY, OR YOUR CONTENT THAT RESULTS FROM YOUR USE OF THE SITE OR THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL SMOOCHY BRANDS OR ANY OF ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE SITE OR SERVICES BY ANY PERSON, INCLUDING BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY INFORMATION AND CONTENT ACCESSED VIA THE SITE, (ii) ANY USE OR INABILITY TO USE THE SITE OR THE SERVICES FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS FAILURE OR ANY OTHER FAILURE WITH TRANSMISSION OR DELIVERY OF ANY INFORMATION ACCESSED THROUGH THE SITE, OR (iii) ANY GOODS OR SERVICE DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SITE, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL SMOOCHY BRANDS’ AGGREGATE LIABILITY TO YOU UNDER ANY THEORY EXCEED THE SUM OF ONE HUNDRED DOLLARS U.S. OR THE AMOUNT PAID BY YOU TO SMOOCHY BRANDS IN CONNECTION WITH THE SITE FROM THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS, WHICHEVER AMOUNT IS LESS.
Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. No notice is required from Smoochy Brands to effectuate such termination. Additionally, we reserve the right to terminate this Agreement at any time and may provide notice of such termination through means including but not limited to; posting such notice on the Site or otherwise publicly proclaiming such termination. Upon termination, you must stop using the Site.
Any communication you send to us, including feedback data, such as questions, comments, or suggestions regarding the Site (collectively "Feedback"), is non-confidential, and may be used by us for purposes including but not limited to developing, manufacturing and marketing products incorporating such Feedback, without notice or compensation to you. By submitting such Feedback you grant Smoochy Brands a perpetual, royalty-free worldwide license to use such Feedback across any medium.
You agree to hold harmless, defend, and indemnify Smoochy Brands, its officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, agents, partners and affiliates, successors and assigns from all liabilities, claims, demands and expenses, including attorneys' fees, that are due to or arise from your use or misuse of the Site, or for infringement by you or Your Content of intellectual property rights or other rights of any third party. We may assume exclusive control of any defense or any matter subject to indemnification by you.
All written notices to Smoochy Brands should be communicated via email to email@example.com. Smoochy Brands may provide you notices of changes to this Agreement or other matters by displaying notices to you on the Site, via email, or other reasonable means of communication.
12. DIGITAL MILLENNIUM COPYRIGHT ACT
We respond to notices of alleged infringement as required by the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. Please see the Intellectual Property Policy and Procedures incorporated herein which can be found by clicking here or on the DMCA link at the footer of this page.
This Agreement constitutes the complete and exclusive agreement between you and Smoochy Brands and supersedes any other oral or written communications between the parties regarding the subject matter herein. Any rights not expressly granted herein are reserved.
You acknowledge and agree that the failure of Smoochy Brands, its assignees or its successors, or any providers of Our Content to enforce any of the specific provisions of these Terms shall not comprise a waiver of, or preclude or prevent any later, further or other enforcement of such provision(s), or any other provision(s).
If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of any other provisions.
This Agreement is governed by the laws of the New York, without regard to conflict of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in New York, New York, USA. You hereby consent to the exclusive personal jurisdiction of the courts in New York, New York, USA for any and all claims or disputes arising out of or related to this Agreement. You hereby waive any right to object to venue or jurisdiction based on inconvenient forum or other reasons, and you waive any statutory or other right pursuant to international laws or treaties, or the laws of the jurisdiction in which you reside, to have a case related to this Agreement adjudicated or resolved in that jurisdiction.
(e) Class Action Waiver
You agree that any dispute between you and Smoochy Brands relating to the Site, the Services, or this Agreement must be individually resolved and that you will not join or consolidate your claim with claims of other members, you will not litigate any claims as a representative or member of a class or in a private attorney general capacity.
In the event of any conflict between these terms and conditions and any other document or statement made by smoochy brands.org, this agreement shall prevail. If you have any questions regarding these terms and conditions, please email us at firstname.lastname@example.org