a) Acceptance of Terms. By accessing and/or using the Site and/or Services, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Services.
b) Amendment of Terms. Wellbase may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Services after such posting constitutes your consent to be bound by the Terms, as amended.
2. Wellbase Platform
a) Wellbase Platform. The Wellbase platform enables consumers to reserve, schedule, purchase, access and attend a wide range of fitness, recreational and wellness Services offered and operated by fitness studios, gyms, trainers, venues or other third parties (collectively, “Providers”). Wellbase itself is not a gymnasium, place of amusement or recreation, health club, facility, fitness studio or similar establishment and does not own, operate or control any of the Services that are offered at or through such facilities.
b) Membership Options. There are a number of ways to purchase Services through Wellbase, such as various subscription plans, membership plans, promotional plans, digital Services, and non-subscription purchases. These options consist of different classes, services and features and may be subject to additional and differing conditions, prices, policies and limitations. We reserve the right to modify, terminate or otherwise amend our offered options and plans at any time in our discretion. From time to time, we may permit non-subscribers to access certain Services, content or features for a cost or at no cost. Wellbase makes no commitment on the quantity, availability, type or frequency at which such Services, content and features will be available to non-subscribers and may modify, discontinue, remove or suspend access at any time and for any reason in our sole discretion.
c) Subscription Plans. To enjoy full access to the Site and Services, your employer needs to purchase a subscription on your behalf. A subscription starts on the date that your employer purchases subscription and submit payment via a valid Payment Method (defined below) or reactivate a pre-existing subscription. Unless we otherwise communicate a different time period to you at the time of sign up or otherwise (such as a multi-month commitment plan). Your Wellbase subscription automatically renews each month, until your subscription is cancelled or terminated by your employer. For example, if your employer purchases your Wellbase subscription on April 5, your subscription will automatically renew on May 5 (as further explained in “Subscription Cycles,” below). We may update the accepted methods from time to times. If you top up your account or if your employer upgrade or downgrade to a different subscription, all such subscriptions will be governed by these Terms and will continue indefinitely until cancelled or terminated. Payment for subscription grants access to the platform only. Payments for subscription does not allocate credits (collectively “Wellcoin”) to transact on the Wellbase platform. The terms of this subscription will be applicable to you from the moment you sign up to the platform for the first time.
d) Wellcoin. In addition to the subscription, your employer will purchase credits in the form of Wellcoin for you to book or purchase services. You can choose how you use your Wellcoin across the various Services available to you. Wellcoins don’t have an expiry date. While you have discretion to use your Wellcoins, your employer will remain the owner of these Wellcoins while they remain unused and if your agreement with your employer ends. Your employer has the discretion to retrieve unused Wellcoins and repurpose them for other activities. Your employer will be required to give you notice of this action and allow you 2 weeks to make use of the Wellcoins before being retrieved. You can see how many days you have left before your Wellcoins are retrieved in your account settings. If your subscription is cancelled or terminated your unused Wellcoins will be transferred to your employer. There will be no refund or payment for any unused amount. If you have any questions about how to use your Wellcoins, please contact us and we can help you.
Wellcoins have no cash value or any other value outside of the Wellbase platform and are not redeemable for cash. For the avoidance of doubt, the Wellcoins do not operate or serve as stored value facilities in any way. You may transfer, trade, gift or otherwise exchange Wellbase credits to individuals approved by your employer. Note that separate from Wellcoins purchased by your employer you may top-up your account. You remain the owner of Wellcoins you purchase, and these may not be retrieved by your employer. In the event that the agreement with your employer ends, you have 30 days from time of your account being cancelled to utilise the Wellcoin you have purchased. Wellcoins, you purchase are not refundable and will expire after the 30 day period ends.
e) Service Availability and Allocation. The exact number and type of Services you take will depend on the number of Wellcoins needed to book the particular Services you select. The number of Wellcoins needed to book a particular Service will vary and is determined based on a variety of factors, including but not limited to Venue requirements, time of day, equipment, facilities, the number of times you’ve visited a studio in the cycle, location, pricing, popularity and other characteristics. For example, a Service offered at a peak time may require more Wellcoins to book than the same Service offered in the middle of the afternoon. Or, a Service that uses equipment is likely to require more Wellcoins to book than a service without the use of any equipment. Note that Wellcoins needed to book Services also vary from city to city. Accordingly, if you to reserve services in a city that differs from your home location, your Wellcoins may enable you to reserve more or fewer services when you are traveling from your home location. As such, the number of Wellcoins you need to reserve a particular Service may change at any time or vary day to day depending on the factors described here. Wellbase also reserves the right to change the number of Wellcoins you receive, including per cycle, plan, geography or otherwise; the number of reservations you can make; and/or the number of Services you can miss or cancel.
Wellbase does not guarantee the availability of particular Venues, locations, Services, services, experiences, content, inventory, spots or other features, and availability may change over time and at any time (including during the course of any given Subscription Cycle). The type, quantity, Wellcoins, allocation and availability of Venues, classes, services, and other inventory offered, are determined by Wellbase in its sole discretion. Wellbase takes certain steps to promote and otherwise make available spots and inventory at varying times and in an ongoing and evolving way.
f) Digital Services. Wellbase may allow you to access to a variety of audio or video Digital Services from your computer or mobile device, via live stream and/or on demand. To access these digital Services, you need to comply with certain technical and hardware requirements. Certain digital services may involve your participation through connected devices such as heart rate monitors.
g) Non-Subscription Purchases. Wellbase may permit you to purchase certain products or Services through the Site, in addition to your subscription or without having a subscription. You acknowledge and agree that these Terms apply to any such purchase you make, and you will be responsible to pay the applicable fees, which may change at any time.
h) Co-Memberships. From time to time Wellbase may permit you to sign up for a co-membership that provides you with a membership to Wellbase as well as a membership to a third-party Venue, such as a gym (“Venue Membership”). If you sign up for a co-membership, you will be subject to these Terms as well as additional terms applicable to the co-membership and the Venue Membership. You understand and agree that Wellbase does not own, operate or control the Venue Membership and is not responsible for the Venue Membership, which is provided entirely by the applicable Venue.
i) Wellbase Account. Your Wellbase account is personal to you and you agree not to create more than one account. You cannot allow third parties to use your Wellbase account, including other Wellbase users. You must not use or exploit the Site and/or Services for commercial purposes. We continually update and test various aspects of the Wellbase platform. We reserve the right to, and by using the Site and/or Services you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that Wellbase may take actions we deem reasonably necessary to prevent fraud and abuse.
You agree that the information you provide to Wellbase at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. Alternatively your employer may require you to use you’re your single sign on credentials (SSL). You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Site you must have access to the Internet and may be required to download a Wellbase mobile application to use some or all of Wellbase features when it becomes available. You are solely responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Site and Services.
j) Eligibility. The availability of all or part of our Site and/or Services may be limited based on geographic, age, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to Wellbase or may terminate your subscription at any time based on these criteria. For example, you must be 18 years of age or older to use the Site and/or Services and/or purchase a Services subscription. You further understand that the Site and/or Services may not be available in every geography.
WELLBASE CURRENTLY OPERATES IN AUSTRLIA. ACCESS TO OUR SITE IS NOT PERMITTED FROM OTHER JURISDICTIONS. THESE TERMS ARE ONLY APPLICABLE TO USERS IN AUSTRALIA. THE SITE IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE SITE BY WELLBASE. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A RESIDENT OF AUSTRALIA, AT LEAST 18 YEARS OLD AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL RULES INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY TO THE EXTENT SUCH RULES APPLY TO THE MEMBER.
k) Communications: By providing your information or creating an account, you agree that Wellbase may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with a Wellbase account, including for marketing purposes. You may opt-out of marketing emails via the provided unsubscribe link or otherwise opt-out by contacting us at any time.
l) Subscribing Organizations. If you have express permission from Wellbase to open or use an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of such organization with the authority to bind such it to these Terms; and agree to be bound by these Terms on its behalf.
3. Fees, Billing, Cancellation
a) Recurring Billing. When your employer initiates a Wellbase subscription, you will not be responsible for making any payments in relation to your subscription. By toping up your account with additional Wellcoins you are authorising to add additional Wellcoins to your account and acknowledge that we will charge the amount of Wellcoins you would like to add to your account. The amount for Wellcoins may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which be charged at time of purchase. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee, taxes and cancellation or late fees, as further explained below. Note that even if you do not use the subscription or access the Site and/or Services, your employer will be responsible for subscription fees until they cancel your subscription, or it is otherwise terminated.
b) Subscription Cycle. When your employer signs up and purchase your Wellbase subscription, your first Subscription Cycle will be billed immediately to your employer. Unless we expressly communicate otherwise, your subscription will automatically renew each month and your employer will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). Your renewal date may change due to changes in your subscription.
c) Refunds. Generally, our fees (including the monthly fee for your membership and any other fees) are non-refundable unless we specifically communicate otherwise at the time of purchase. However, we will provide a refund for additional Wellcoin purchased only in the following circumstances: (i) if you request a refund within 24 hours from time of payment for additional Wellcoins or (ii) you are no longer able to use the Wellcoins you have purchased due to your relocation, disability or death; provided, however, in each case we reserve the right to charge a fee to cover the cost of any class or other services or products you may have used or received prior to your cancellation and to ask for proof of such changed condition, to the extent permitted by law.
d) Price Changes. We reserve the right to adjust pricing at any time.
e) Payment Methods. You may edit your Payment Method information by logging onto our website or mobile app and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
f) Cancellation of Subscription. Your employer may terminate your subscription. If your employer cancels your subscription or it is terminated for any reason, you will lose access to all Services, content, Wellcoins or features available through the subscription.
g) Other Fees. You are responsible for paying applicable fees if you do not cancel a Service you had reserved with appropriate notice or do not attend your scheduled Service. We follow the cancelation policies provided by Service providers. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee) and to change the amount of any such fees at any time.
h) Reservation and Cancellation of Services. As a Wellbase user, you must reserve and cancel your Services through our site for services booked through our platform or directly with providers where that service is available. If you reserve or cancel directly with such Venue when the service has been booked through the Wellbase platform, we reserve the right to charge you the full amount that the Venue charges for such service and/or any applicable cancellation fees, and/or to suspend or terminate your subscription.
i) Fees Charged by Venues. In addition to fees we charge, Venues may also charge equipment or other amenity fees that you will be responsible for directly. For example, some Venues might charge extra to rent a yoga mat or cycling shoes. Further, Wellbase only gives you access to the service for which you signed up on the Site (and at the specified time and location). The Venue may have additional fees for use of additional services or spaces.
j) Third Party Fees for Using Wellbase. You are also responsible for all third-party charges and fees associated with connecting to and using the Site and/or Services, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the Site and/or Services.
a) Trials. From time to time we may offer a trial membership that includes access to the Wellbase platform during the trial period. The Services, content and features available during your Trial may differ from those available during subsequent Subscription Cycles. Trials will have the duration and price communicated at the time you sign up. Unless otherwise communicated, a trial begins at the moment of sign up (even if you choose not to take your first Service until a later date) and ends at 11:59pm AEST on the last day of the trial (for a one-week trial, this would be the same weekday of following week). If you cancel your Trial, your cancellation will be processed and your Trial period will end immediately, your Wellcoins will expire, and your upcoming reservations will be cancelled, unless we communicate otherwise. Each trial membership automatically will convert to a regular monthly subscription and price unless cancelled by your employer by 12pm AEST on the day before the last day of trial. Trials, discount offers, and promotions (collectively “Trials”) may be redeemed as described in the specifics of the promotion and may be subject to additional or different terms. Unless we expressly communicate otherwise, Trials are not transferable, may not be combined with other offers or redeemed for cash and are void where prohibited. You understand and agree that unless we expressly communicate otherwise, Trials are available only to new users that have never had a Wellbase account before. Wellbase reserves the right, in its absolute discretion, to determine your eligibility for a Trial. If in our discretion we believe you are not eligible for a Trial, we reserve the right to prevent you from signing up for a Trial or to terminate your promotional subscription. If we terminate your Trials because you have violated these Terms, you understand that you will not be eligible for a refund.
b) Other Promotions. Wellbase may offer additional types of offers and promotions which will be subject to additional terms and conditions that Wellbase may provide.
5. Termination or Modification by Wellbase.
You understand and agree that, at any time and without prior notice Wellbase may (1) terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your account, any orders placed, or your access to or use of the Site, your membership and/or Services (or any portion thereof, including but not limited to your access to any or all Venues, Wellcoins or classes or services) and/or (2) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site , including of your subscription. This includes the right to terminate or modify any subscription prior to the end of any pre-paid or committed period. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Wellbase shall have no liability for, and you shall have no recourse for, any such termination or deactivation. Upon termination by us without cause, we will transfer any unused Wellcoin to your employer. If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your membership, Services and/or the Site, you will not be entitled to any refund for any additional Wellcoin purchased above the allowance of your employer and you agree that we will not be responsible to pay any such refund. You agree that Wellbase will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. If Wellbase deletes your account for these reasons, you may not re-register for or use the Site and/or Services under any other user name, email, payment method or profile. Services may block your access to the Site to prevent re-registration.
7. Prohibited Conduct.
Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:
Harass, threaten, stalk, disrupt or defraud users, members or staff of Wellbase or Venues or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;
Share Wellbase passwords with any third party or encourage any other user to do so;
- Permit anyone to use any classes or services booked under your own membership, including other members;
- Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;
- Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;
- Upload material (e.g. virus) that is damaging to computer systems or data of Wellbase or users of the Site or otherwise use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;
- Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;
Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libellous, or otherwise inappropriate content;
- Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;
- Link to, mirror or frame any portion of the Site;
- Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;
- Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
- Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users;
- Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
- Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
- Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;
- Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
- Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.
Wellbase reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
8. User Submissions.
b) Reviews. You understand and agree that Reviews may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of Wellbase’ platform), including any Venue, may read or have access to your Reviews. Wellbase is not responsible for the use or disclosure of any information that you disclose in connection with Reviews, including any personal information. Reviews are displayed for information purposes only and reflect the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, Wellbase. You understand that all Reviews are the sole responsibility of the person from whom such Review originated. This means that you, and not Wellbase, are entirely responsible for all Reviews that you upload, post, e-mail, transmit, or otherwise make available through the Site.
c) Right to Remove or Edit User Submissions. Wellbase makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or remove any User Submission at any time with or without notice. Wellbase may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Wellbase determines in its sole discretion to violate the standards of this Site. Wellbase takes no responsibility and assumes no liability for any User Submissions.
d) License Grant by You to Wellbase. You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to Wellbase, you hereby grant Wellbase and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Wellbase Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and Wellbase’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
e) User Submissions Representations and Warranties. By accessing and/or using our services, you hereby grant Wellbase and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Wellbase Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and Wellbase’s (and its successors’) business for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You acknowledge that you may have what are known as “moral rights” in your User Submissions, for example the right to be named as the creator and the right not to have work subjected to derogatory treatment. You agree to waive any such moral rights you may have in User Submissions.
f) Inaccurate or Offensive User Submissions. You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that Wellbase does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST WELLBASE WITH RESPECT THERETO.
g) Feedback. If you provide Wellbase with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), Wellbase shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Wellbase a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.
h) Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Wellbase may have at law or in equity.
i) Wellbase Ratings. You may be required to rate your Services and/or other Wellbase experiences that you reserve.
j) Advertising. You give us permission to use and display your User Submissions next to or in connection with ads, offers, and other messages to your Wellbase friends, without any compensation or advance notice. We may, for example, send an email to one of your Wellbase friends to encourage them to join you in a class or use a service. You can update your preferences at any time by navigating to the Privacy Settings.
9. Ownership; Proprietary Rights; Content.
a) The Wellbase website and mobile applications are owned and operated by Wellbase. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Site provided by Wellbase (“Content”) are protected by the copyright, trade dress, patent, and trademark laws of Australia, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Submissions, all Content contained on the Site are the copyrighted property of Wellbase or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Wellbase or its affiliates and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by Wellbase, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content and may only access the Content for your personal, non-commercial use. In the event that Content are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved.
b) By installing, copying, or otherwise using the Site or its software, you acknowledge that you have read and understood these Terms, and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this Agreement, do not install, copy, or use the Site or Content.
c) You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Site or Content. You agree to abide by the rules and policies established from time to time by Wellbase. Such rules and policies will be applied generally in a non-discriminatory manner to users of the Site and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.
You agree not to make any use of the Content that would infringe the copyright therein.
d) The Site and any related software may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your individual, personal, non-commercial entertainment use.
e) You agree not to share your Wellbase account with anyone other than yourself nor will you allow anyone other than yourself to access or use any Content accessible on or through the Site, including but not limited to sound recordings and/or musical compositions. You agree that you will not attempt to modify any software or Content obtained through the Site for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Content. You further understand that you are not granted any commercial, sale, resale, reproduction, distribution, or promotional use rights for the Content, or any rights for uses that require a synchronization or public performance license with respect to the underlying musical composition and any unauthorized reproduction or distribution of Content is expressly prohibited and may violate applicable law. You are not permitted to modify, edit or repurpose any Content.
f) You represent, warrant and agree that you are using the Site hereunder for your own personal, non-commercial entertainment use and not for redistribution or transfer of any kind. You agree (a) not to redistribute, broadcast, publicly perform or publicly display any Content, or otherwise transfer any Content obtained through the Site, (b) you will comply with all applicable laws in your use of the Content, (c) that you will remain a resident of Australia for the duration of your use of the Site.
g) You understand and agree the Content may be owned by Wellbase or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law. All owners and providers of Content expressly reserve their rights in and to such Content and you are not permitted to infringe the rights of the copyright owner(s) of the Content, including but not limited to any sound recordings or musical compositions.
h) Wellbase and/or the owners of the Content may, from time to time, remove Content from the Site without notice.
i) The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.
j) The Site, including all software, Content and other information, materials and products included on or otherwise made available to you through the Service are provided “as-is” and “as available” without warranties of any kind from Wellbase or any owners of Content. To the full extent permissible by applicable law, Wellbase and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither Wellbase nor any owner of Content warrants that the Site or any software, Content, information, materials or products included on or otherwise made available to you through the Site are free of viruses or other harmful components.
k) NEITHER WELLBASE NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
10. Third-Party Sites, Products and Services; Links.
The Site may include links or access to other web sites or services (“Linked Sites”) solely as a convenience to users. Wellbase does not endorse any such Linked Sites, or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Wellbase makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Sometimes promotional plans are offered in conjunction with the provision of third party products and services. We are not responsible for the products and services provided by such third parties, and use of such products and services is at your own risk.
Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site are solely between you and such third party. YOU AGREE THAT WELLBASE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.
11. Electronic Signatures and Agreements.
You acknowledge and agree that by clicking on the button labelled “CONFIRM PURCHASE,” “SUBMIT”, “DOWNLOAD”, “PLACE MY ORDER”, “I ACCEPT” or such similar links as may be designated by Wellbase to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms.
12. General Disclaimers; No Warranties.
SERVICES MADE AVAILABLE VIA THE SITE ARE PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY SUCH THIRD PARTIES), NOT WELLBASE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF THE SITE AND YOUR ATTENDANCE AT, PARTICIPATION IN, PURCHASE AND/OR USE OF THE SERVICES, IS SOLELY AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO THE SITE AND/OR SERVICES.
IN NO EVENT SHALL WELLBASE BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN A CLASS, USE OF SERVICE OR PRODUCT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. WELLBASE IS NOT AN AGENT OF ANY THIRD-PARTY.
ALL ASPECTS OF OR CONTENT OR FEATURES AVAILABLE THROUGH THE SITE AND/OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WELLBASE, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, WELLBASE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND/OR ANY SERVICE IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II) REGARDING THE ADEQUACY OR SAFETY OF ANY SERVICE OR RECOMMENDATION, (III) THAT THE SITE AND/OR ANY SERVICE, OR ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, (IV) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL, CONTENT OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR DATA.
13. Waiver and Release.
YOU UNDERSTAND THAT WELLBASE IS NOT A GYMNASIUM, PLACE OF AMUSEMENT OR RECREATION, HEALTH CLUB, FACILITY, FITNESS STUDIO OR SIMILAR ESTABLISHMENT AND THE SERVICES THEY PROVIDE ARE OPERATED AND DELIVERED BY THE APPLICABLE VENUE AND NOT BY WELLBASE. WELLBASE IS NOT RESPONSIBLE FOR THE QUALITY OF ANY SERVICE PROVIDED BY A VENUE OR THIRD PARTY (INCLUDING BUT NOT LIMITED TO THE FACILITY, INSTRUCTOR OR CURRICULUM). YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE SITE AND/OR SERVICES ARE RIGHT FOR YOU.
YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND THAT THE SERVICES YOU MAY USE OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING WELLBASE (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING SERVICES), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM.
YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING WELLBASE (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING A SERVICE) AND TO DETERMINE IF AND HOW PARTICIPATING IS APPROPRIATE FOR YOU. DO NOT USE SERVICES IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.
YOU ALSO UNDERSTAND AND AGREE THAT THE SITE OFFERS FITNESS AND RELATED INFORMATION THAT IS DESIGNED FOR INFORMATIONAL, EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING STATED OR POSTED ON OR OTHERWISE AVAILABLE THROUGH ANY ASPECT OF THE SITE AND/OR A SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE SITE AND/OR A SERVICE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD ON OR THROUGH THE SITE AND/OR A SERVICE. THE USE OF ANY OF THE CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH WELLBASE IS SOLELY AT YOUR OWN RISK.
THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND WELLBASE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN RESEARCH MAY IMPACT THE FITNESS OR RELATED ADVICE THAT APPEARS ON OR IN CONNECTION WITH THE SITE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH THE SITE AND/OR A SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL OR CONTENT.
THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS WELLBASE, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY SERVICE) INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.
14. Indemnification; Hold Harmless.
You agree to indemnify and hold Wellbase, its affiliated entities, subsidiaries, its suppliers, service providers and partners and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or in connection with your misuse of the Site, Services, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.
15. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES WILL WELLBASE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF WELLBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WELLBASE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
WELLBASE’ LIABILITY TO YOU IS LIMITED TO THE AMOUNTS, IF ANY, PAID BY YOU TO WELLBASE UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER WELLBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Venue Waivers and Terms.
Members taking Classes or using services are deemed to agree to the liability waivers and terms of individual Venues. Your participation in any Class or Service may be subject to addition policies, rules or conditions of the applicable Venue and you understand and agree that you may not be permitted to reserve or attend classes or services if you do not comply with these Terms or the policies of the Venues or as otherwise determined by a Venue. If you have questions about a Venue’s waiver or other terms, please see the applicable Venue’s website or contact the Venue directly.
a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the New South Wales in Australia.
b) Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.
c) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
d) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
e) Entire Agreement. These Terms and any applicable Additional Terms, as each may be amended as set forth herein, are the entire agreement between you and Wellbase relating to the subject matter herein.
f) Claims; Statute of Limitations. IN THE EVENT YOU HAVE A CAUSE OF ACTION THAT IS NOT OTHERWISE BARRED BY THESE TERMS, YOU AND WELLBASE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, USE OF OR PURCHASE OF SERIVCES) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
g) Disclosures. The services hereunder are offered by Wellbase OG Pty Ltd, located at: 12 Dirigeree Street, Nelson Bay NSW 2315.
h) Waiver. No waiver of any of these Terms by Wellbase is binding unless authorized in writing by an executive officer of Wellbase. In the event that Wellbase waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Wellbase to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.
i) Notice. Except as explicitly stated otherwise, legal notices will be served, with respect to Wellbase, on Wellbase’s national registered agent, and, with respect to you, to the email address you provide to Wellbase during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.