TERMS AND CONDITIONS
1 GENERAL INFORMATION
This page contains the terms on which we supply content, products or services (each of these referred to as a 'Product and/or Service,' as appropriate), listed on www.whil.com ('Website'), through our apps ('App') or via partner websites or other delivery methods to you. Please read these terms and conditions, carefully before ordering any Products or Services from our Website or App stores (Apple 'App Store', Android 'Play Store', Amazon, etc.). The term 'Whil', 'us', 'our' or 'we' refers to the owner of the Website, App, training bundles and Whil Concepts, Inc. The term 'Device' refers to the device which is used to access our 'Products' or 'Services' including but not limited to Website, Smartphone device or Tablet. The term 'you' refers to the user or viewer of our Products and Services or viewer of our Website. When you register to become a Member, or order any Products or Services (free or paid) from our Website, or otherwise use or access our Website, you agree to be bound by these terms and conditions ('Terms') and all applicable laws, rules and regulations. Products and Services include Memberships and any Subscriptions or Event Tickets sold from the Website. By using our Website, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using our Website.
Whil Concepts, Inc. ("Whil") is a corporation organized and existing under and by virtue of the provisions of the General Corporation Laws of the State of Delaware. Whil's office address is P.O. Box 330039, San Francisco, CA 94133. Our contact email address is email@example.com. All correspondence to Whil including any queries you may have regarding your use of the Website, your use and/or purchase of Whil's Products and Services, or these Terms, should be sent to the Whil address noted above.
1.1 TERMS OF SALE
(a) We consider these Terms and your Order to set out the whole agreement between you and us for the supply of the Products and Services. In order to participate in certain Website services or promotions (free or paid), you may be notified by us that you are required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to such services or promotions in which you choose to participate, those additional terms are hereby incorporated into these Terms.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you click 'Sign Up' and / or 'Purchase' and commit yourself to the terms herein. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of our company.
1.2 CHANGES TO TERMS
We have the right to revise and amend these Terms from time to time without notice to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms in force at the time that you order the Products or Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled. Your continued access of the Website after such changes are made conclusively demonstrates your acceptance of such changes. If your purchase of the Products or Services is on-going, we will give you prior notice of any changes to these Terms and you can choose to cancel the Order without penalty before the new Terms affect you.
2 MEMBERSHIP OF AND SUBSCRIPTION TO WHIL
2.1 BECOMING A MEMBER
You may sign up as a Whil registered user of the Website free of charge (a 'Member'). To become a Member you need to go to the relevant section of this Website, then submit your email address to us, and create a username and password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, mobile telephone, smart phone, tablet, etc. (collectively, 'Device').
By placing an order through our Website, you warrant that:
(a) You are legally capable of entering into binding contracts;
(b) You are at least 18 years old or if younger, you are doing so with the guidance, supervision, and consent of your parents, guardians, and/or authorized school officials;
(c) All registration information you submit is truthful and accurate;
(d) You will maintain the accuracy of such information; and
(e) Your use of the Website does not violate any applicable law or regulation.
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device and updating your information.
2.21 USE OF WHIL BY MINORS
Children under 18 or the age of majority in their jurisdiction of residence ('Minors') may use Whil, but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on parents and guardians to ensure Minors only use Whil if they can understand their rights and responsibilities as stated in the 'Terms.' If you are a parent or guardian and you provide your consent to a Minor's use of Whil, you agree to be bound by the Minor's use of Whil and by the 'Terms.'
As a Whil website Member you will receive access to certain sections, features, and functions of the Website that are not available to non-members.
By agreeing to become a Member you opt in to receiving occasional special offers from Whil. You can easily unsubscribe using the highlighted link within all emails.
2.4 MEMBERSHIPS ARE NON-TRANSFERABLE
Whil memberships are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.5 PRODUCTS AND SERVICES
(a) You can become a 'Subscriber' by purchasing a 'Subscription' to Whil from our website or within Apps, where permitted by our App marketplace partners.
(b) Whil offers monthly, annual and multi-year subscription payment options. For the purposes of our 'Monthly' subscription, a month constitutes 30 calendar days.
(c) Our 'Monthly' subscription is paid in monthly installments. Our 'Yearly' and 'Two-Year' subscriptions are paid in a lump sum, with automatic renewal at the end of the subscription period unless cancelled. Our 'Lifetime' subscriptions are paid for by a 'one-off' non-recurring payment. For the purposes of our Yearly subscription, a year constitutes 365 calendar days. For the purposes of our Two-Year subscription, 2 years constitutes 730 calendar days. For the purposes of our Lifetime subscription, 'Lifetime' constitutes 50 years.
(d) At the end of the 'Monthly', 'Yearly', and 'Two-Year' subscription periods, you acknowledge and agree that Whil is authorized to charge the same credit card or payment method as was used for the initial subscription fee. You agree to promptly notify Whil of any changes to your payment card While any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions made by you. The subscription charge will continue to be billed to your credit or debit card provided, automatically, at the end of each subscription period, until cancelled.
You must cancel your subscription before it renews at the end of each subscription period in order to avoid billing for the following period's subscription fees to your Payment Method.
Refunds cannot be claimed for any partial subscription periods.
Personal Computer Requirements and Device Limitations: To enjoy Whil via your smartphone, your equipment must satisfy certain system requirements. These requirements can be found on the Apple, Google, Amazon, and other App marketplaces.
Whil account holders may access the Whil Service in two ways:
1) FREE Whil: a free-of-charge service, which gives unlimited access to a limited set of content.
2) Paid Subscription: a membership subscription fee-based service which gives access to a larger set of content including and beyond the FREE Whil content. Such content is organized and sold by different training bundles.
FREE Whil and all paid subscription services give access to certain 'Web' and 'Mobile App' training products.
If you terminate your paid subscription for any reason, your account will return to the FREE Whil Product after your latest 'paid for' subscription period has ended.
- Gift Subscriptions are pre-paid memberships to the Whil service, redeemable in the country of purchase. A person who purchases the gift is referred to in these Terms as the 'Giftor.' A person who receives and redeems a Gift Subscription to the Whil service is referred to in these Terms as the 'Recipient.'
- Gift subscriptions are paid for as a non-recurring, one-off payment by default, unless Giftor opts in to pay for the subscription on a recurring basis.
- Once bought, the 'Giftor' will receive an order confirmation and receipt. The Whil gift subscription will be sent to the 'Recipient' on the 'Giftor's' specified date.
- Gifting codes can be used only once and cannot be redeemed for cash, resold, or combined with any other offers, including a free trial.
- We will automatically bill your Payment Method for any purchased Gift Subscriptions at the time of purchase, not delivery.
- 'Recipients' under 18 or the age of majority in their jurisdiction of residence ('Minors') may use Whil, but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on the 'Giftor' to ensure Minors only use Whil if they can understand their rights and responsibilities as stated in the Terms. If you are a parent or guardian and you provide your consent to a Minor's use of Whil, you agree to be bound by the Minor's use of Whil and by the Terms.
- There are no refunds or other credit for Gift Subscriptions that are not redeemed.
- Whil will notify Recipient prior to the end of the Gift Subscription that the gift period is about to expire.
- Whil is not responsible if a Gift Subscription is lost, stolen, or used without permission.
2.8 CORPORATE AND OTHER CONSUMER COMMUNITIES
We are a consumer product company. There is increasing interest by large consumer communities (corporations, hospitals, universities, etc.) to introduce our products to their employees and members. For these large communities, user data activity may be aggregated to enable employers to understand the use of our products and to compare the aggregate user employee group to their aggregate non-user employee groups. Other than a list of employee names, no individual employee activity can be accessed in this aggregate data.
In some cases, employers may supplement these 'Terms' with their own terms & conditions. Any such employer additions within the Website shall be part of these 'Terms'. In the event of any conflict with such employer additions and our standard 'Terms', our standard 'Terms' shall apply and the employers added terms & conditions shall be null and void.
2.9 CHANGING FEES AND CHARGES
We may at any time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of Whil Products and Services. We will notify you by email at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your Membership or Subscription in your account settings or by emailing firstname.lastname@example.org.
3 CANCELLATIONS OF PRODUCTS OR SERVICES
3.1 CANCELLATION BY YOU
You may cancel your Membership or Subscription in line with our cancellation policy as outlined in this term 3.1. You can cancel a monthly subscription at any time. Cancellation is effective at the end of the applicable monthly period. Please do so in your Account Settings.
You can cancel our Yearly, Two-Year and Lifetime plans within the 30 day money back guarantee offer, which entitles you to cancel your Subscription and have the full cost refunded to you up to 30 calendar days from your first date of payment. To request a refund, you must email us at email@example.com stating the reason you would like a refund along with your registered Whil email address and valid proof of purchase.
3.2 RIGHT TO CANCEL IN CERTAIN CIRCUMSTANCES (7-DAY COOLING-OFF PERIOD)
In accordance with the Distance Selling Regulations, if you are a UK-based, consumer, you may cancel your Subscription at any time within 7 calendar days of placing your Order. If you have placed an Order for a Subscription and have changed your mind, you may in certain circumstances have a legal right to cancel your Subscription before the Service starts (this is your 'Cooling-off period') and receive a full refund of your Subscription fee. Ordinarily you may cancel the Subscription within seven working days of the day after the date on which you subscribe if we have not already commenced providing services to you. However, by subscribing you agree that you will have access to our Content in that seven working day period. This cancellation option is not available to you if you have already viewed the payable Content.
If you are eligible to cancel in this manner, you may do so by sending an email to us at firstname.lastname@example.org. In order to arrange a refund of your Subscription fee, you will then also need to contact us to advise us that you have cancelled in accordance with your statutory rights and to request a refund of your Subscription fee. Once you have completed these steps, we will process your refund within 30 calendar days. However, if you cancel your payment and/or terminate the Terms after the Cooling-off Period is over (where applicable), and/or before the end of the subscription period (for subscriptions bought in 'bulk'), then no refund will be given.
The cancellation will take effect the day after the last day of the current subscription period, at which time you will be downgraded to the Free Trial. As subscriptions can occur on a recurring monthly, annual or 2 year basis, account cancellations will not take effect until the start of the following subscription period.
3.3 TERMINATION BY US
We may suspend or terminate your use of our Products or Services as a result of fraud or a breach of any obligation under these Terms. Such termination or suspension would be immediate and without notice. This includes the unauthorized copying of our audio or video content from our online Website or App. If we terminate your use of our Products and Services for any other reason or for no given reason, then we would give you 30 calendar days' notice.
3.4 PROMOTION CODES
Any promotion code or offer provided on the Website or via any Device cannot be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Whil Products or Services. Except where expressly stated, previous users or trialists of Whil Products or Services do not qualify for an additional special offer.
If a promotion code is used to purchase a Whil Subscription in the UK in 'bulk' rather than by recurring subscription period, then the 7-day cooling off period will apply, but no refunds will be given after this period.
No promotion code or discount will apply to Corporate or Community subscriptions.
4 PURCHASE OF PRODUCTS AND SERVICES. HOW THE CONTRACT IS FORMED
The contract to provide a Product or Service only comes into being when we take receipt of your Order and we confirm your purchase to you by email. We shall confirm your Order and assign you with an email to confirm your access to the Subscription. Please quote the order number in all subsequent correspondence with us. Prices in US Dollars and Euros include local taxes, where required. All prices in Pound Sterling for Whil Products and Services include VAT, when required, unless otherwise stated.
We reserve the right to change the Content of our Products and Services at any time and without notice.
You agree not to hold us responsible for banking charges incurred due to payments on your account.
You agree to pay in full the prices for any purchases you make either by credit or debit card concurrent with your online order or by other payment means acceptable to Whil. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any products purchased through Whil for commercial purposes.
6 PROHIBITED USE OF THE WEBSITE
6.1 You agree not to upload, post, email, or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files, or programs designed to interrupt, harm, damage, destroy, or limit the functionality of any computer software, hardware, or equipment linked directly or indirectly with the Website or the Website itself. You agree not to interfere with the servers or networks underlying or connected to this Website or our services or to violate any of the procedures, policies or regulations of networks connected to the Website. You may not access our Website or our Products or Services in an unauthorized manner.
6.2 You agree not to impersonate any other person While using the Website, conduct yourself in an offensive manner While using the Website, or use the Website for any illegal, immoral or harmful purpose.
6.3 By breaching the provisions of this clause 6, you commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
7 MATERIALS ON THIS WEBSITE
All materials (including software and content whether downloaded or not) contained on the Website or within the Products and Services are owned by Whil (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials or content that you may purchase from the Website, you shall not acquire any ownership rights in or to such materials. The materials may not be used without our prior written permission except as provided for in these Terms, and any other relevant terms and conditions provided to you.
You acknowledge and agree that certain content on the Website and in the Products and Services is the property of Whil and/or third party licensors and without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within these Terms against you.
Audio or video content from the Whil Product not explicitly indicated as downloadable may not be downloaded or copied from our Website or any Device.
This Website is not intended for commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials on our Website for commercial purposes without obtaining a written license from us to do so. Material from this Website may not be copied, distributed, republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use this Website and may subject you to legal liability. You agree not to use the Website for illegal purposes (including, without limitation, unlawful, harassing, or libelous invasion of another's privacy, or for abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Website. Appropriate legal action will be taken for any illegal or unauthorized use of the Website.
Certain content will be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.) With respect to content made available by Whil through the Product that is specifically identified as available for distribution by you ('Distribution Content') as part of your blog or other online commentary, analysis, or review ('User Commentary'), Whil grants you a limited right to download, reproduce, and distribute such content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g., a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content on the Product, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libellous, invasive of another's privacy, hateful, or that is racially, ethnically, or otherwise objectionable. Distribution Content may contain pixel tags or cookies that enable us to collect information with respect to the distribution and consumption of such content.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data, or materials on the Product. If you make other use of the Product, or the content, code, data, or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and may be subject to liability for such unauthorized use. Whil will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
Whil, the Whil logo, and all other Whil product or service marks are trademarks of Whil. All intellectual property, other trademarks, logos, images, product, and company names displayed or referred to on the Website or any Device are the property of their respective owners. Nothing grants you any license or right to use, alter, remove, or copy such material.
Your misuse of the Trademarks displayed on the Product is strictly prohibited. Whil will enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
7.3 AVAILABILITY OF WEBSITE
(a) Although we aim to offer you the best service possible, we make no promise that our Website services will meet your requirements and we cannot guarantee that the Product and Services will be free of fault. If a fault occurs in the Product or Services, please report it to us at email@example.com and we will correct the fault as soon as we reasonably can. If the need arises, we may suspend access to the Website. We will not be liable to you if the Website is unavailable for any period of time.
(b) Your access to the Website may be occasionally restricted to allow for repairs, maintenance, or the introduction of new facilities, Product or Services. We will restore the Product or Services as soon as we reasonably can. In the event that our Website is unavailable, our usual order and cancellation deadlines apply; please notify us of changes to your order via our email firstname.lastname@example.org.
8 USER MATERIAL
8.1 The Website or other Whil Products and Services may let you submit material to us: for example, you can upload a photo to your profile, post subjects and comments in the community, and comment on various matters in various parts of the Website. You may be able to upload video, images, or sounds. In these Terms, we use the term 'User Material' to refer to any material of any kind that you submit to us, including text, files, images, photos, video, sounds, pre and post training assessments and musical or literary works. User Material does not include the account information you provide when you register as a Member or when you subsequently change that information.
8.2 This clause 8 (User Material) of these Terms sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, you may choose not to do so.
8.3 We do not systematically review User Material submitted by users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, nor do we attest to its legality or accuracy. We disclaim all liability in connection with User Material to the extent permitted by law.
8.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, and to restrict, suspend, or terminate your access to all or any part of the Website or any of Whil's Products and Services, particularly where User Material breaches this clause 8 (User Material) of these Terms and we may do this with or without giving you any prior notice.
8.5 User material is not considered to be confidential. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant to Whil an irrevocable, perpetual, non-exclusive, royalty-free, sub-licensable, transferable worldwide license to use, distribute, exploit commercially, reproduce, modify, prepare derivative works of, display, and perform that User Material in any media. If you want to remove your User Material at any time you can do so in your Account Settings. The license you grant us will terminate when your User Material is removed from our Website.
8.6 We may link User Material or parts of User Material to other material, including material submitted by other users or material created by Whil and/or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories and to use those on the Website or to promote, market or advertise Whil. We will not sell your User Material to third parties but you acknowledge that we may indirectly commercially benefit from it, for example, by providing opt-in benefits or rewards to members that may be provided by third parties. We will not sell any data to third parties.
8.7 Each time you submit User Material to us, you represent and warrant to us as follows:
- You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract;
- Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially, or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, and is not otherwise deemed inappropriate;
- Your User Material does not advertise any product or service or solicit any business;
- Your User Material does not identify any individual (including by way of name, address, still picture, or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person's consent to be identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person;
- You will not collect usernames and/or email addresses of users for the purpose of sending unsolicited email;
- You will not engage in criminal or tortious activity, including fraud, spamming, IMing, sending viruses or other harmful files, copyright infringement, patent infringement, theft of trade secrets, or attempts to impersonate another user or person;
- You will not engage in any automated use of the system, such as using scripts to alter our content;
- You will not access, tamper with, or use non-public areas of the Services, Whil's computer systems, or the technical delivery systems of Whil's providers; and
- You will not attempt to probe, scan, or test the vulnerability of any whil.com system or network or breach any security or authentication measures.
8.8 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
8.9 You hereby grant Whil an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, edit, distribute, and otherwise exploit the User Content you post on the Website, or any portion thereof, and any ideas, concepts, or know-how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works such User Content, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Whil may include your User Content in Whil's Distribution Content that is made available to others through the Product. Be aware that Whil has no control over User Content once it leaves the Product, and it is possible that others may duplicate material found on the Product, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Content. You agree to indemnify Whil and its affiliates for all claims arising from or in connection with any claims to any rights to your User Content or any damages arising from your User Content.
8.10 Any inquiries, feedback, suggestions, ideas, or other information or User Content that you provide to us (collectively, 'Submissions') will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Product, you grant, and you represent and warrant that you have the right to grant, to Whil an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, edit, distribute, and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know-how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Whil has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Whil and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
9 LINKS TO WEBSITES/SERVICES
9.1 LINKING TO OTHER WEBSITES
We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for:
(a) The availability;
(b) The privacy practices;
(c) The content, advertising, products, goods, materials, or resources on or available from; or
(d) the use to which others make of;
These websites or services.
We are also not responsible for any damage, loss, or offence caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
9.2 LINKING TO OUR WEBSITES
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way that suggests our association, approval, or endorsement where it does not exist.
You must not establish a link from any website that is not owned by you.
Our Website must not be framed on any other website, nor may you create a link to any part of our Website unless you have written permission to do so from Whil. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our If you wish to make any use of material on our Website other than that set out above, please address your request to email@example.com.
10 WEBSITE DISCLAIMER
10.1 The information contained in this Website is for general information purposes only. The information is provided by Whil and While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Website or the information, Products, Services, or related graphics contained on the Website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
11 MEDICAL DISCLAIMER
Whil is a provider of online and mobile subscriptions and memberships for mind and body training content in the health and wellness space.
We are not a medical device nor do we provide medical advice. There exists substantial third party evidence that mind and body solutions (including mindfulness and yoga) can assist in the prevention and recovery process for a wide array of illnesses as well as in improving a wide array of performance and relationship issues. However, Whil makes no claims or guarantees that this will be the case by using our products or services. Whil assumes no responsibility for use, including improper or unauthorized use, of its products. Any user experiencing medical issues or needing medical advice should consult their doctor.
11.1 Whil Products or Services and other content available on the Website are not an attempt to practice medicine or provide specific medical advice. Use of this Website does not establish a doctor-patient relationship. Any health information and links on the Website, whether provided by Whil or by contract from outside providers, is provided simply for your convenience. Additionally, the Website may contain links to external websites. When in doubt, always consult your physician on matters relating to physical health.
11.2 Any advice or other materials on the Website (including Products and Services) are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your personal circumstances. The advice and other materials are intended to support the relationship between you and your health care providers and not replace it. We are not liable or responsible for any actions taken due to you having read or been told about such advice or other materials. In particular, to the fullest extent permitted by law, we give no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, materials, and information published on the Website or any of its Products and Services.
11.3 Whil does not currently accept insurance as a form of payment and we do not file claims for insurance with state or federal entities for any technology provided to our subscribers. Accordingly, we are generally considered a limited-coverage plan and, therefore, are exempt from many elements of federal regulations including The Health Insurance Portability and Accountability Act of 1996 (HIPAA) and The Genetic Information Non-discrimination Act of 2008 (GINA).
However, we actively take steps to address the policies, procedures and guidelines for maintaining the privacy and security of Protected Health Information (PHI) for our subscribers.
Whil subscribers can access their personal information at any time via their online account, or by emailing firstname.lastname@example.org and providing the correct username and password information. Whil captures the following information for subscribers:
- Unique (customizable) user name and encrypted password (which cannot be accessed via Whil or Whil employees);
- Name, zip code, and credit card billing information;
- Time spent on the service, including mind and body content selected; and
- For corporate subscriptions, we may also capture: Employer's address and billing information, user's location, department, and other unique non-confidential identifiers defined by the employer.
11.4 Physical exercise, in all of its forms, including yoga, and with or without the use of equipment, such as balls, blocks, straps or any other equipment, that may be suggested by a Whil trainer, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of a physician or other health care professional before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the video clips on the Website. Whil is not a medical organization and its trainers or employees cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election While viewing Whil videos or listening to Whil audio. Nothing contained in this Website should be construed as any form of such medical advice or diagnosis. Discontinue any physical exercise that causes you pain, severe discomfort, nausea, dizziness, or shortness of breath and consult a health care professional. Start any physical activity slowly and at the level that is appropriate for you.
By using the Website you represent that you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by participating in activities from Whil, you will not exceed your limits. While performing such activity, and you will select the appropriate level for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that, from time to time trainers may suggest physical adjustments or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition. You expressly waive and release any claim that you or your guests may have at any time for injury of any kind against Whil, or any person or entity involved with Whil, including without limitation its directors, principals, trainers, independent contractors, employees, agents, contractors, affiliates and representatives, and the employers that offer Whil’s services to their employees.
12 END USER LICENSE AGREEMENT
Subject to the terms of this License Agreement (as set out in this clause 12), and our Terms, Whil grants you a limited, non-exclusive, revocable license to stream, download, and make personal non-commercial use of the Products and Services.
The Products and Services contain and/or embody copyright material, proprietary material and/or other intellectual property of Whil and/or its licensors. All rights, titles and ownership in the Products and Services remain with Whil and/or its licensors, as applicable. The rights to download and use the Products and Services are licensed to you and are not being sold to you, and you have no rights to the Products and Services other than to use them in accordance with this License Agreement and our Terms.
You agree that you will not and you will not assist or permit any third party to:
- Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products and Services in any way, or create derivative works of the Software;
- Use the Products and Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
- Rent, lease, loan, make available to the public, sell, or distribute the Products and Services in whole or in part;
- Tamper with the Products and Services or circumvent any technology used by Whil or its Licensors to protect any content accessible through the subscription Service;
- Circumvent any territorial restrictions applied to the Products and Services; or
- Use the Products and Services in a way that violates this License Agreement or the Terms.
You may not make the Products and Services available to the public.
The Products and Services made available (in whole or in part) are owned by Whil or its licensors and your use of them must be in accordance with these Terms.
In no event shall Whil, its affiliates, directors, employees, trainers or licensors be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to any loss of data, service interruption, or computer failure) arising out of your use of or inability to use the products and services (or any part of them) or any errors, viruses, or bugs contained in the products and services, even if you have advised us of the possibility of such loss. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for your registration or subscription.
13 PARTNER PROGRAMS
In order to further Whil’s mission to spread the practices of mindfulness, the Company maintains certain “partner" programs. Partners include teachers, training organizations, trade associations, etc. interested in offering the Company’s training products to their employees, clients, and members. The term “partner” indicates a desire to create mutual benefit for these audiences and does not indicate that such individuals and organizations have any ownership or other rights in the Company.
The Company’s Teacher Partner Program enables trading organizations and individual teachers to introduce the Whil products to companies they are currently working with. If an introduction is made to a new potential customer (one that the Company is not already speaking to or working with), and a sale occurs, the teacher or training organization may be entitled to a commission. The commission opportunity is based on the size of the potential customer, governed by details included in the Teacher Partner Program launch kit, and subject to change based on the Company’s sole discretion. A formal referral must be documented as part of the Company’s referral process to qualify for a commission.
The Company’s Trade Association Program was created to support non-profit trade associations. The Company offers monthly webinars, product discounts, and other benefits to trade associations and their members. The trade association must sign the Company’s standard Purchase Order and other documentation to qualify for this program, and the program is subject to change based on the Company’s sole discretion.
Any individual or organization participating in the Company’s partner programs agrees to the Company’s Terms and Conditions.
14 DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE
We are committed to complying with copyright and related laws, and we require all users of the Website to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Website in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA") to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner's legal agent.
If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below.
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our designated agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Website;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our designated agent for notice of claims of copyright infringement can be reached as follows:
Choate, Boston, MA (attn: John Pitfield)
Two International Place
Boston MA 02110
Subject line: DMCA
15 GENERAL TERMS AND CONDITIONS
15.2 ASSIGNMENT BY US
Whil may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
15.3 INDEMNITY BY YOU
You agree to indemnify and hold Whil, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, trainers, and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable legal fees, arising out of or in connection with any breach by you of these Terms, including clause 8 (User Material) and in particular the warranties and representations in 8.7 and/or clause 13 and/or any violation by you of any applicable laws or the rights of any third party.
15.4 WARRANTIES AND LIMITATIONS
(a) We warrant to you that any Product or Service purchased from us through our Website will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
(b) We warrant that we will use reasonable skill and care in making the Products and Services available to you during your subscription.
(c) Nothing in this clause 14.4 or 15 or otherwise in these Terms shall exclude or in any way limit Whil's liability for: fraud, death or personal injury caused by its negligence (including negligence as defined in s.1 Unfair Contract Terms Act 1977), or liability to the extent the same may not be excluded or limited as a matter of law.
(d) The Website and its contents are provided on an 'as is' basis and we make no representations or warranties of any kind with respect to it, including as to the accuracy, completeness, or currency of the Website or its content. We assume no liability or responsibility for any errors or omissions in the content of the Website, any failures, delays, or interruptions in the provision of the Service. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Website to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness, or existence of the content and information posted on the Website. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Website. We make no warranties or representations that your use of content and information posted on this Website will not infringe upon the rights of third parties.
(e) All conditions, warranties, and other terms which might otherwise be implied by statute, common law, or the law of equity are, to the extent permitted by law, excluded.
15.5 APPLICABLE LAW
The Website and Whil's Products and Services are controlled by Whil. Your use of the Website and/or purchase of Whil's Products and Services is governed by these Terms and construed and enforced in accordance with the laws of California. Disputes arising from or in connection with your use of the Website and/or your use and/or purchase of Whil's Products and Services we provide are subject to the non-exclusive jurisdiction of the American courts.
We make no representations that the Website is appropriate or available for use outside of the United States. If you access the Website from any other jurisdiction you do so out of your own volition and you are responsible for compliance with the applicable laws.
15.6 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
15.7 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Website, Event, or any of Whil's Products and Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability, or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: i) any phrase introduced by the words "including," "include," "in particular," "for example," or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case, vice versa.
15.9 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information, and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Whil at email@example.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in clause 14.9 above. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful, or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.15.12 ENTIRE AGREEMENT
(a) These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter.
(b) We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them.
(c) Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
(d) Nothing in this clause limits or excludes any liability for fraud.
15.13 THIRD PARTY RIGHTS
A person who is not party to these Terms will not, subject to clause 7, have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
16 OUR LIABILITY
16.1 We will use reasonable endeavors to remedy faults in the Products and Services. Subject to clause 14.4(c), if we fail to comply with these Terms, we will be liable to you only for the purchase price of the Product or Service in question.
16.2 Subject to clause 14.4(c), we will not be liable for losses that result from our failure to comply with these Terms that fall into the following categories even if such losses result from our deliberate breach:
(a) Loss of income or revenue;
(b) Loss of business;
(c) Loss of profits (whether considered to be a direct or indirect loss);
(d) Loss of anticipated savings;
(e) Loss of data;
(f) Waste of management or office time; and/or
(g) Indirect or consequential loss or damage.
16.3 In addition, we will not be liable for:
(a) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control);
(b) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data, or other property caused by you accessing, using or downloading from the Website or any Product or Service, or from transmissions via emails or attachments received from us; and/or
(c) Any use of websites linked to the Website but operated by third parties.
17 LIMITATION OF LIABILITY
Whil is a subscription membership. In the event of any user issues of any kinds in using the product, user agrees to limit Whil liability to the value of the user subscription payments in the previous 12 months.
18 REFRESH RELATIONSHIP
Refresh is a platform and live training marketplace offering live mindfulness, yoga, pilates and massage training services to companies and to individuals within their homes. Whil is an investor in Refresh. As a Whil member, users may receive updates or discount offers related to the Refresh services. Whil members may opt out of such messages at any time. Whil makes no guarantee or warranties related to Refresh technology or services. Interested users should visit refreshbody.com to see their terms & conditions.
19 GOVERNING LAW
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws and provisions.
These Terms are effective and were last updated on May 4, 2016.