EFFECTIVE 12-1-21
Wellness Research Institute LLC, D/B/A Shortlister (“our,” “we,” or “WRI”) welcomes you (“you”), the individual or organization using the platform, as well as your agents or employees who will be using the platform on your behalf (each an “End User”). Please carefully review this Terms of Use Agreement (“Terms” or “Agreement”), because they are a legal document governing your use of the online marketplace services, whether you access them from www.myshortlister.com (the “Website”), from a mobile applications, or from any other internet points of presence WRI makes available to you (collectively, the “Services”). THESE TERMS GOVERN ALL USE YOU MAKE OF THE SERVICES AND OUR WEBSITE, INCLUDING YOUR FREE TRIAL (IF APPLICABLE) AND YOUR ONGOING FREE OR PAID USE OF THE SERVICES (IF ANY).
BY USING THE SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER IN SECTION 16. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
BY USING THE SERVICES, WHETHER BY USING THE PUBLIC FEATURES OR BY CREATING AN ACCOUNT, YOU AGREE TO THESE TERMS. IF YOU ARE USING THESE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF SUCH COMPANY OR OTHER ENTITY AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” REFER TO YOUR COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THESE TERMS, THEN NEITHER YOU NOR YOUR COMPANY HAS THE RIGHT TO USE THE SERVICES. IN THE EVENT YOU OR YOUR COMPANY VIOLATES THESE TERMS, YOU OR YOUR COMPANY AGREES TO BE RESPONSIBLE TO WRI. You must be at least 18 years of age (or the age of legal majority where you live) to use the Services.
You may not register for or use the Services to monitor or test the availability or performance of the Services, or for other benchmarking or competitive purposes.
For information about how WRI collects, uses, shares and otherwise processes information about you, please see our Privacy Policy, which can be found here: https://www.myshortlister.com/privacy-policy (“Privacy Policy”). When you include information in your Content, it may be viewed by other users who can view your Account (as defined below) profile and Content.
As set forth in our Privacy Policy, WRI collects data relating to each End User’s use of the Services, including, without limitation, device data, cookie data, browsing data and other attribution data of such End User (collectively, the “Attribution Data”). This Attribution Data is collected from all End Users, even those that do not register for an Account (as defined below) and only utilize the Public Services (as defined below). WRI uses the Attribution Data and other data collected in accordance with its Privacy Policy to, among other things, perform research and analysis about its Services, how users interact with its Services and what other products, content or services may be of interests to its users (collectively, “Analysis Services”). As part of these activities, WRI may share your information with third parties that assist with, or perform, the Analysis Services. WRI may also share the results of such Analysis Services (collectively, the “Results”) with its End Users.
Access to certain of the Services requires you to register for an account (“Account”). You must provide accurate Account information and promptly update this information if it becomes inaccurate or out-of-date. Failure to maintain up-to-date Account information may cause your access to the Services to be interrupted, suspended, or terminated. If you register for an Account, you also must keep your Account login and password confidential and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. You are responsible for all activity that occurs under your Account. If you share information that you access through your Account (including WRI Content, as defined below) with a third party, you will ensure that such third party is bound by limitations at least as restrictive as those in this Agreement.
End Users are not permitted to access the Services using shared login credentials (i.e., a shared email address and password). An End User who accesses or operates one type of Account (as described below) on your behalf is not permitted access or the right to operate another type of Account on your behalf. An End User who accesses one type of Accounts may not share information accessed through such Account with End Users who access or use another type of Account. For example, an End User of an Advisor Account (as defined below) may not access or share information with an End User of a Vendor Account (as defined below).
You may not use any information from the Services for the purpose of competitive intelligence for your benefit or for the benefit of another individual or organization (other than your clients if you are an Advisor, as defined below). For example, if you are a Vendor, you may not use an Advisor Account to gather information about your competitors.
5.1.Features of the Services. As described on the Website, certain features of the Services are available only to particular Account types and you and your End Users may only use the Services in accordance with the applicable Account type you are using at that time. The Account types on the site are designed for: employers researching the vendor market on their own behalf (“Employer”); entities researching the vendor market in order to procure a Vendor’s products or services on behalf of their clients who are potential customers for such products and services (“Advisor”); or business services and technology provider partners who wish to connect with Employers and Advisors (“Vendors”). Additionally, the public features of the Services allow End Users to obtain information about Vendors without registering for an Account (“Public Services”). Each of the Account types and the Public Services provide different functionalities and access rights, as further described on the Website. You may maintain multiple types of Accounts provided that:
(a) the End Users of one of your Account types do not have access to your other Accounts; and
(b) you and your End Users adhere to the obligations and restrictions herein including but not limited to those set forth in Section 4. You may use the Services only for your internal business purposes in accordance with the terms and conditions hereunder.
5.1.1.Employer Accounts. You may use your Employer Account to:
(a) create your Employer profile;
(b) search for and interact with Vendors in order to procure services for your organization; and
(c) such other functionality of an Employer Account as is described on the Website.
5.1.2. Advisor Accounts. You may use your Advisor Account to:
(a) create your Advisor profile;
(b) search for and interact with Vendors in order to procure services for clients (whether individually or for a group as an aggregate offering), but not to synthesize or compile information either for redistribution or aggregation into a database for use outside of the Services; and
(c) such other functionality of an Advisor Account as is described on the Website. If you wish to procure services on behalf of your own organization, you must create an Employer Account. If you wish to promote your own services, you must create a Vendor Account.
5.1.3. Vendor Accounts. You may use your Vendor Account to:
(a) create your Vendor profile;
(b) interact with, answer questions from, provide quotes to, and otherwise promote your products and services to Employers and Advisors; and
(c) such other functionality of a Vendor Account as is described on the Website. You may not use information gleaned from an Advisor Account or Employer Account to inform any activities under your Vendor Account. If you wish to procure services on behalf of your own organization, you must create an Employer Account.
5.1.4. Public Services. You may use the Public Services to search for and interact with Vendors and for any other functionality as set forth on the Website, but not to perform general market research or synthesize or compile information for redistribution.
5.2. Right to Use the Services and WRI Content. All information and content available through the Services, including through any demonstrations or trial periods, including, for example, the Results and other designs, text, graphics, other files, and the selection/arrangement/organization thereof are collectively referred to as the “WRI Content”. WRI Content includes all User profile information, including but not limited to, customer reviews, Vendor plan information, including pricing, quotes, contact information, service descriptions, match lists and similar data regarding Vendors accessible only to registered users of the Services. You will not reproduce, copy, display or distribute WRI Content except as necessary to use the Services as permitted in this Agreement.
WRI Content is protected by copyright laws throughout the world. Subject to your compliance with these Terms, WRI grants you a limited, non-exclusive, non-transferable license to access and use the Services and the WRI Content:
(a) for the scope of use specified in any order form governed by these Terms (each, an “Order Form”); or
(b) to the extent your use is not governed by an Order Form between you and WRI, for so long as your Account for the applicable Account type is active; or
(c) to the extent you are using the Public Services, only for your use of such Public Services. If you violate any of these terms, your right to use the Services and WRI Content automatically terminates and your license to WRI Content is revoked. The Services and WRI Content are for informational purposes only AND you should not rely upon the Services or WRI Content as the sole basis for any decision or action.
5.3. Prohibited Use. You specifically agree not to:
(a) “frame,” distribute, resell, or permit access (except for as needed for Advisors to provide information about Vendors to their clients) to the Services by any third party,
(b) copy, display, download, distribute, modify, reproduce, republish or retransmit any WRI Content or any portion of the WRI Content in any electronic medium or in hard copy, or create any derivative work based on such WRI Content, without our express written permission or as expressly permitted in connection with your use of the Services,
(c) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise permit any third party to use the Services,
(d) use the Services other than as permitted herein or other than in compliance with applicable federal, state, and local laws,
(e) interfere with the Services or disrupt any other user’s access to the Services,
(f) reverse engineer, attempt to gain unauthorized access to the Services, or attempt to discover the underlying source code or structure of the Services,
(g) submit to the Services any Content (as defined below) or data that is false, misleading, defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any form of “spam”,
(h) submit to the Services any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications, and
(i) use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Services.
You are legally responsible for all information, data, text, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Services. You grant WRI a worldwide, perpetual, irrevocable, transferable, royalty-free, non-exclusive license to host, use, view, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display your Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed (and to exercise the same rights with respect to such works). You also permit any user of the Services to access, store, distribute, perform, reproduce, and prepare derivative works of your Content. No compensation will be paid to you or to any other person or entity with respect to your Content. WRI may remove your Content at any time in its sole discretion. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services.
You agree that WRI is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that:
(a) you own or otherwise control all necessary rights to your Content,
(b) your Content does not violate or infringe upon the intellectual property rights of a third party,
(c) your Content is accurate,
(d) your Content does not contain libelous/defamatory/fraudulent/otherwise unlawful material,
(e) your Content does not share, store or in any way use personal data not in accordance with applicable,
(f) your Content does not violate anyone’s rights to publicity or privacy,
(g) your Content will not cause injury to any person or entity,
(h) your Content does not impersonate or misrepresents your affiliation with, any person or entity; and
(i) your Content does not otherwise violate this Agreement or applicable law.
WRI is under no obligation to review or approve the type or quality of the Content or other data submitted by users through the Services. WRI is not liable for any statements, representations, or omissions made through your Content. Any opinions, advice, purported facts, or recommendations expressed therein are those of the users who make them, and not those of WRI. WRI does not endorse any opinion, purported fact, recommendation, or advice expressed therein.
7.1. Subscription Fees. For registered Accounts with a subscription billing plan, you will pay the subscription fees set forth in the applicable Order Form or as otherwise specified through your Account (collectively, “Subscription Fees”). Unless otherwise agreed to in writing, all Subscription Fees are payable in advance prior to the commencement of each Subscription Term.
7.2. Subscription Renewal. Unless otherwise specified in your Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless terminated in accordance with Section 8 of this Agreement. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless we notify you otherwise in advance. “Subscription Term” means the period of time during which you are permitted to use the portion of the Services hereunder requiring a Subscription Fee, as specified in the applicable Order Form and including all renewals or extensions thereof. You may view your current subscription plan, Subscription Term and billing information at any time in your Account settings.
7.3. Other Fees. In addition to any Subscription Fees, you may purchase additional services as set forth on the Website (“Additional Services”). Fees for these Additional Services (“Additional Services Fees” and, together with the Subscription Fees, the “Fees”) are in addition to your Subscription Fees, as applicable, and will be charged to you as set forth when you sign-up for such Additional Services. All Fees are non-refundable.
7.4. Billing Information. When you register for any paid Services, you will provide us or our payment processor with either a valid, up-to-date credit card number or the other payment information we request. If you have selected a credit card as your payment method, you authorize us or our payment processor to charge your credit card for all Fees as they come due, including but not limited to Subscription Fees. You are responsible for maintaining up-to-date payment information through the Services. If we or our payment processor cannot charge your credit card for any Fees when due because your payment information is no longer valid, or if we or our payment processor do not receive your payment when due through the alternative payment method you have selected, we may, at our election:
(a) suspend your access to the paid Services, in which case you will be responsible for all Fees incurred during the period of suspension prior to reinstatement,
(b) cease providing you with any Additional Services,
(c) immediately terminate this Agreement, in which case your right to use the Services will cease, or
(d) without waiving our rights to suspend or terminate your Account, allow you a longer period during which to make payment, in which case you will remain responsible for all Fees incurred while we await your payment. Late payments incur interest charges at the rate of 1.5% per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. The Fees hereunder do not include any local, state or federal taxes or duties for transactions arising hereunder. If we are responsible for collecting such taxes based on the transactions under this Agreement, you will be responsible for payment of all such taxes or duties, excluding taxes based on WRI’s net income or property.
8.1. Non-renewal of Subscriptions. Either party may give notice of non-renewal of your access to a portion of the Services requiring a Subscription Fee as of the end of your then-current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of your then-current Subscription Term for such Services.
8.2. Termination by You for Cause. You may terminate this Agreement for cause upon written notice to us of our material breach if such breach remains uncured at the expiration of thirty (30) days from the date of our receipt of such notice. In no event will termination relieve you of your obligation to pay us any Fees payable to us as of or prior to the effective date of termination.
8.3. Termination by Us for Convenience. We may terminate this Agreement at any time, for any reason, by giving you five (5) days written notice. Upon such termination for convenience, we will refund you any prorated, prepaid, unused Subscription Fees for the remainder of your then-current Subscription Term, as applicable.
8.4. Termination by Us for Cause. We may terminate this Agreement immediately, without any obligation to notify you in advance or refund any Fees, if:
(a) you are in material breach of this Agreement;
(b) you misappropriate or infringe any of our intellectual property or proprietary rights; or
(c) you fail to make a payment when due (including due to your payment information being out-of-date or invalid). In addition, in the event that you commit a breach of this Agreement which is capable of being remedied, we may choose, in our sole discretion, to suspend your right to use or access the Services until such time as you have remedied such breach. Our right to suspend your access to the Services is in addition to, and not in lieu of, our right to terminate this Agreement.
8.5. Effect of Termination. Upon termination of this Agreement for any reason:
(a) all rights and obligations of the parties will cease, except that the following sections will survive termination or expiration: Sections 1, 2, 3, 6, 7 (with respect to amounts unpaid as of the effective date of termination), 8, 10, 11, 12, 13, 14, 16 through 19;
(b) you will have no further right to use the Services (notwithstanding any provision of a surviving section); and
(c) we have no obligation to retain, and may delete, any of your Content stored on the Services.
If you believe that material located on or linked to by WRI violates your copyright, please notify WRI in accordance with our Digital Millennium Copyright Act policy below.
9.1. DMCA Take-Down Notices If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Services infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) by sending a properly formatted take-down notice in writing to Shortlister Copyright Agent, 1400 Renaissance Dr Suite 306, Park Ridge, IL 60068.
Please note that if you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.
9.2. Response To DMCA Take-Down Notices If WRI takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to WRI.
9.3. Response to DMCA Counter-Notices. If a counter-notice is received by WRI, WRI may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any material or activity is infringing your copyrights.
10.1. Your Content. As between the parties, you retain all right, title and interest in and to your Content, except for the rights you grant to us in this Agreement.
10.2. Our Intellectual Property. The Services, the WRI Content, including, without limitation, any WRI Marks, are the intellectual property of WRI or its licensors and are protected under both United States and foreign laws. You are required to retain all copyright and other proprietary notices on any copies of the WRI Content. Using the Services does not give you any ownership rights to the Services or the WRI Content. Further, nothing in this Agreement is to be construed as conferring to you any license or right under any patent, copyright, trademark, or other intellectual property right of WRI or any third party. WRI and its suppliers reserve all rights not granted in this Agreement, including by implication, estoppel, statute or otherwise. The WRI Marks are trademarks or registered trademarks of WRI. Other trademarks, service marks, graphics, logos, and domain names appearing on the Services may be the trademarks of third parties. Except as expressly stated herein, no right, title or interest in or to WRI’s intellectual property or WRI Marks (as defined below) is or is intended to be granted to you. All trademarks, logos and service marks (“Marks”) (excluding your Marks) displayed on the Services are our property or the property of third parties. You are not permitted to use these Marks without the Marks’ owner’s prior written permission. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
10.3. Feedback. All information, ideas, suggestions or other communications you submit or provide to us will be non-confidential and non-proprietary (“Feedback”). Accordingly, do not submit or provide us with any information you consider confidential or proprietary. Unless we agree otherwise in a written agreement, we will be entitled to use, disclose or distribute any Feedback for any purpose whatsoever (including commercial purposes) without any obligation to you (monetary or otherwise).
11.1. Definitions. For purposes of these Terms, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Content, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. The terms and conditions of any order for Services shall be deemed Confidential Information of both WRI and the user purchasing them.
11.2. Confidentiality Obligations. Each party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of Advisor, its clients, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and the use of the Services and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such Confidential Information without the prior written consent of the other party. Both parties may use and copy such Confidential Information as is necessary to perform their obligations and exercise their rights under this Agreement and for no other purpose and only in strict accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, WRI shall be permitted to use, copy, and permit access to Content submitted to the Website to provide the Services and to permit End Users to use the Services as described in Sections 1 and 5.2, and WRI may use and disclose Content for purposes other than the provision of Services in an aggregated and anonymized form. Both parties may disclose Confidential Information to their employees, affiliates and, in the case of Advisors, their clients, only on a “need-to-know” basis, provided that both parties shall ensure that any such employees, affiliates or clients are subject to obligations of confidentiality no less restrictive than the obligations in this Section 11. WRI may also disclose a user’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Services and who are subject to written agreements containing obligations of confidentiality no less restrictive than the obligations in this Section 11.
11.3. Exclusions. Confidential Information shall not include any information that:
(a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party,
(b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party,
(c) is received from a third party without breach of any obligation owed to the disclosing party, or
(d) was independently developed by the receiving party without breach of an obligations owed to the disclosing party or access to or reference to the disclosing party’s Confidential Information.
11.4. Legal Obligations. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
12.1. Indemnity. You agree to indemnify and hold harmless WRI and its Vendors from and against any and all claims and expenses, including attorney fees’, arising out of:
(a) your use of the Services,
(b) your violation of any applicable law or regulation,
(c) your breach of any clause of this Agreement,
(d) your Content; or
(e) your violation of any right of any third-party, including intellectual property rights.
12.2. Release. If you have a dispute with one or more users, you release WRI from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You acknowledge that, as internet-delivered services, the Services may experience periods of downtime, including but not limited to scheduled maintenance. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, INCLUDING THE WRI CONTENT, USER PROFILES, OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, WHETHER EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE, OR SECURE. FURTHER, WRI MAKES NO WARRANTY AS TO THE SUFFICIENCY, COMPLETENESS OR ACCURACY OF ANY DATA OR INFORMATION, INCLUDING CONTENT, PROVIDED TO YOU THROUGH THE SERVICES. THE SERVICES PROVIDE INFORMATION ONLY, AND WRI ACCEPTS NO RESPONSIBILITY FOR SUCH INFORMATION AND DISCLAIMS ALL LIABILITY FOR ANY DECISIONS YOU MAKE RELATED TO PRODUCTS OR SERVICES PURCHASED FROM VENDORS IN RELIANCE ON SUCH INFORMATION AND ALL LIABILITY RELATED TO SUCH PRODUCTS OR SERVICES.
WRI does not warrant that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations. This disclaimer applies to, but is not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), The Gramm-Leach-Bliley Act of 1999, The Sarbanes-Oxley Act of 2002, or other Federal or State statutes or regulations. You are solely responsible for ensuring that your use of the services is in accordance with applicable law. wri specifically disclaims that wri is any manner acting as, or agrees to warrant any compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”) or otherwise that wri is a fiduciary, trustee, ‘administrator’ or ‘named fiduciary’ under any client or client administered, authorized user employee benefit plan.
YOU UNDERSTAND AND AGREE THAT EXCEPT WHERE PROHIBITED IN NO EVENT WILL WRI, INCLUDING ITS DIRECTORS, MEMBERS, MANAGERS. OFFICERS, EMPLOYEES, AND AGENTS, (EACH A “WRI PARTY” AND COLLECTIVELY THE “WRI PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE WRI CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT A WRI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. THE WRI PARTIES’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE WRI CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF TWO HUNDRED DOLLARS (US$200) OR THE FEES YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE, SERVICES, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
The Services may contain links to websites and services operated by third-parties (“Third-Party Sites”). WRI does not endorse or control Third-Party Sites, each of which may be governed by its own terms of service and privacy policy. You are solely responsible for all liability for any damages or other harm, whether to you or third-parties, resulting from your use of Third-Party Sites. Please take all protections necessary to protect yourself when accessing Third-Party Sites, particularly when downloading or purchasing anything therefrom.
EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND WRI, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR YOUR ACCESS/USE OF THE WEBSITE OR THE SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that:
(a) to the extent that either you or WRI has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, or trade secret rights, or you have otherwise violated the restrictions on the Services set forth above, then you and WRI acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought, and
(b) no disputes or claims relating to any transactions you enter into with a third-party you first become aware of through the Services may be arbitrated.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration shall be in Chicago, Illinois, and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO THE SERVICES SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER VISITORS OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
In no event shall any claim, action, or proceeding by you related in any way to this Agreement or the Services be instituted more than one (1) year after the cause of action arose.
This Agreement, including (without limitation) its construction and enforcement, shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of law principles.
To the extent arbitration is not required under this Agreement, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO THE SERVICES WILL BE THE STATE AND FEDERAL COURTS IN COOK COUNTY IN THE STATE OF ILLINOIS. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND, FURTHER, EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
You agree that, if you have (or have had) an Account for use of the Services, we may identify you as a customer on our Website or in our customer list, blogs, and other public communications.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. Neither party will be liable for delay under or breach of this Agreement if caused by conditions beyond that party’s reasonable control (e.g., technology malfunctions or acts of God).
You may not assign this Agreement to a third party without our written consent in advance. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. You and WRI are independent contractors to each other in the activities under this Agreement. This Agreement, along with any other signed writing between you and WRI regarding the Website and/or Services, constitutes the entire understanding between you and WRI and supersedes any prior or contemporaneous communications or provisions on the subject matter. You agree that this Agreement expressly supersedes any terms or conditions stated in a purchase order or similar ordering document (other than an Order Form) submitted to us or executed by us, whether submitted or executed before or after the date you accept this Agreement. WRI’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings are used for convenience only and are not to be used for meaning or intent. We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions, comments, suggestions, or concerns, or if you would like to provide any notice under these Terms, please contact us at:
Wellness Research Institute LLC
1400 Renaissance Dr, Suite 306, Park Ridge, IL 60068