Terms of Use

1. ACCEPTANCE OF TERMS

At Wellopp, we believe in utilizing technology to make your personal wellness better. When using the Wellopp website (www.Wellopp.com), we encourage full and complete understanding of the Terms and Conditions of the Site’s usage and agreement with said Terms and Conditions contained herein.

The Site is owned and operated by Homeward Health, LLC d/b/a Wellopp®, and is accessed by you under the terms of use described below (“Terms of Use”).

BEFORE ACCESSING OR USING THE SITE IN ANY MANNER, WE STRONGLY URGE YOU TO READ THE TERMS BELOW. SIMPLY BY ACCESSING THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE. WELLOPP’S ACCEPTANCE OF YOU USING THE SITE IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO ALL OF THESE SPECIFIC TERMS AND CONDITIONS ONLY AND YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

2. CHANGES IN TERMS OF USE

At its lone discretion, Wellopp reserves the right to change the Terms of Use at any time. When changing such Terms of Use, Wellopp will email or text you, IF you have registered with the Site or it will post notification on the Site that will be accessible to all users. You are responsible for reviewing and becoming familiar with any such changes of the Terms of Use. Use of the Site by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.

3. OWNERSHIP AND USAGE RIGHTS OF CONTENT

Wellopp shall retain all Universal rights in the Site’s intellectual property including but not limited to any common law trademarks, registered trademarks, trade names, copyrights (common law or federal), patents (registered and issued or pending) and trade secrets as well as any Site content, including, but not limited to the “look and feel” of the Site, colors, layouts, and all other graphical elements. All visual displays on the Site including content or design is copyrighted or otherwise protected and owned by Wellopp, or a third party licensors. Unless otherwise expressly noted, nothing that you view on the Site including but not limited to Site content, source code or HTML code that Wellopp uses to generate the Site may be used in any way for commercial use without the prior written consent of Wellopp, except as provided in the Terms of Use, without prior written consent or otherwise permitted by relevant law.

4. SOFTWARE USAGE

To the extent that Wellopp provides for the download of Wellopp software from the Site and any information or documentation related thereto (collectively “Software”) or assessments available through the Site, such Software is protected by the applicable copyright, patent or other intellectual property rights of either Wellopp or the third-party licensors.

Any use of this Software is subject to the terms of the applicable end-user or other license terms contained in the files for such Software. You are permitted to use the Software for your personal, non-commercial use or legitimate internal business purposes related to your role as a contractor of Wellopp, partner of Wellopp, or current or prospective customer of Wellopp.

As between the parties, Wellopp solely shall own and hereby retains all rights, title and interest in and to the Software (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual or industrial property rights embodied in the Software). You shall not reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law expressly prohibits such a reverse engineering restriction or to the extent the specific Software was provided in source code form by Wellopp).

5. WARRANTY DISCLAIMERS AND INDEMNIFICATION

Wellopp makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of the information contained in the website and assumes no responsibility for any errors or omissions therein. USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER WELLOPP NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF WELLOPP, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WELLOPP IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL WELLOPP OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, BOARD MEMBERS, ADVISORY BOARD MEMBERS, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL WELLOPP OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

You will indemnify and hold harmless Wellopp, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to or use of the Site or any content on the Site, violation of the Terms of Use by you, or the infringement by you of any intellectual property or other right of any person or entity.

6. LINKING AND FRAMING

Wellopp does not allow “framing” or “mirroring” the Site without the prior written consent of Wellopp. The Site may provide links to other sites or resources available on the Internet but Wellopp is not responsible for the content or use of those sites and resources, and you accept that Wellopp is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Wellopp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

7. TRADEMARKS AND TRADE NAMES

Homeward Health®, Wellopp®, Better Outcomes. Lower Costs®, company name, graphics, logos, designs, page headers, button icons, scripts, and other product and service names are the trademarks and trade names of Wellopp. Wellopp’s trademarks and trade names may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.

8. ELECTRONIC COMMUNICATIONS

Wellopp uses commercially reasonable security measures with its data storage, communications as well as administrative precautions to protect the security and integrity of email and other electronic communications sent to us. However, no security measures on the internet are 100% free from risk and are entirely secure and therefore we cannot guarantee the confidentiality or security of the electronic communications or its contents. You transmit such information at your own risk and you should decide very carefully which information you want to send us via any electronic communication. With that said, Wellopp® complies with all state and federal privacy laws related to Personal Health Information through Health Insurance Portability and Accountability Act (“HIPAA”) as well as the Electronic Communication Privacy Act, Cyber Intelligence Sharing and Protection Act and the Computer Fraud and Abuse Act.

9. SECURITY

Users are prohibited from violating or attempting to violate the security of the site. Wellopp will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. Users must comply with all state and Federal laws when utilizing the Wellopp website.

10. NO UNITED STATES GOVERNMENT RIGHTS

The Software is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services”. If you are a U.S. governmental entity, then you acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited.

11. AGREEMENT

These Terms of Use constitute the only agreement between Wellopp Site users and Wellopp regarding the subject matter hereof. If you breach any term of the Terms of Use, Wellopp may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Wellopp’s remedies are cumulative and not exclusive. Failure of Wellopp to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Users of this Site are responsible for compliance with all applicable regulations and laws. Any dispute arising out of the Terms of Use shall be governed by the laws of Ohio, notwithstanding any conflicts of law principles. Any action relating to the Terms of Use must be filed and maintained in a court in the state of Ohio, USA, and users consent to exclusive jurisdiction and venue in such courts for such purpose.