As used in this agreement, the following defined terms shall apply:
means these terms of service as may be amended from time to time and any other documents incorporated by reference.
1.2. Healix International Limited
means the entity providing this service.
1.3. Confidential information
means any non-public information and/or materials provided by a party under this agreement to the other party and reasonably understood to be confidential.
means the individual that enters into this agreement.
1.5. Effective date
means the date of electronic acceptance of this agreement by customer.
means individually customer or Healix International Limited and parties means customer and Healix International Limited collectively.
data means customer information collected by Healix International Limited during the online registration process.
means the term of this agreement commencing on the effective date and continuing for as long as the service is utilised
2. Customer rights and restrictions.
2.1. Customer access and use.
During the term of this agreement, customer may access and use the services pursuant to and in accordance with the terms of this agreement. Healix International Limited will enable customer to access and utilize the services as contemplated by the agreement. If customer’s broadband connection fails, the services will also fail. The services may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of the control of Healix International Limited.
2.2. Reverse engineering.
Except to the extent permitted by law, customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the services and/or any other aspect of Healix International Limited’s technology.
Customer shall not access and/or engage in any use of the services (i) in a manner that abuses or materially disrupts the networks, security systems, services and/or websites of Healix International Limited and/or (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful.
2.4. Illegal purposes.
Customer shall not use the services for fraudulent or illegal purposes.
Customer shall not market, offer to sell, sell and/or otherwise resell the services to any third party.
2.6. No representation by customer.
Customer shall not make any representations with respect to Healix International Limited, the services or this agreement (including, without limitation, that Healix International Limited is a warrantor or co-seller of any of customer’s products and/or services).
2.8. Limited grant of rights.
No other rights are granted hereunder to customer except as expressly set forth in this agreement.
3. Online registration.
To subscribe to services via the various Healix International Limited product websites, customer must complete the online registration process, including customer’s electronic acceptance of this agreement, and Healix International Limited must then accept such online registration.
3.1. Registration data.
All registration data provided by or on behalf of customer must be current, complete and accurate, and customer is solely responsible for updating such registration data as necessary. Healix International Limited reserves the right to terminate this agreement immediately in the event any registration data is found to be inaccurate, incomplete and/or not current at any time. Customer is hereby informed that registration data is subject to automatic processing by Healix International Limited for the purposes of managing customer’s account.
Registration Data is limited to the following: Name, email address, name of company. Where this agreement is entered into by the individual as part of a service delivered to a company, the account will where appropriate be linked to the company appointed Point of Contact.
When using this service you agree to Healix collecting and sharing the following information with the company appointed PoC only: Name, email address, confirmed user of the application including last login date, e-learning score and e-learning completion date (as applicable where service include e-learning), use of SOS service.
3.2. Account password/security.
As part of the online registration process, customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Healix International Limited immediately of any unauthorized use of its account or any other breach of security. Healix International Limited shall not be liable for any loss that customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Healix International Limited and/or another party due to a third party using customer’s account or password.
4. Term and termination.
This agreement shall commence on the effective date and continue for the term.
4.2. Termination for cause.
Healix International Limited reserves the right to terminate this agreement immediately if customer breaches any of its material obligations under this agreement.
4.3. Effect of termination.
Upon termination of this agreement, customer will immediately discontinue all access to and use of the services and cease to represent in any form that it is a user of the services. Healix International Limited will immediately disable customer’s account upon termination. Neither party shall be liable for any damages resulting from a termination of this agreement in accordance with this section 4.3; provided, however, the termination of this agreement shall not affect any claim arising prior to such termination.
Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any confidential information of the other party, nor use such confidential information in any manner other than to perform its obligations under this agreement. The foregoing restrictions do not apply to any information that:
(i) is publicly disclosed through no fault of the receiving party,
(ii) is already lawfully in the receiving party’s possession and not subject to a confidentiality obligation to the disclosing party,
(iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or
(iv) is confidential information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena.
Furthermore, customer will keep in confidence all passwords and/or other access information related to the services. Customer acknowledges that Healix International Limited, and its licensors, retain all intellectual property rights and title, in and to, all of their confidential information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by Healix International Limited hereunder.
Healix International Limited warrants that:
(i) any services provided hereunder will be performed in a professional and workmanlike manner;
(ii) the services will perform substantially in accordance with the applicable service documentation under normal use and circumstances; and,
(iii) the functionality of the services will not be materially decreased during the term. Healix International Limited’s entire liability and your exclusive remedy under this warranty will be, at the sole option of Healix International Limited and subject to applicable law, to provide restored service(s) which conforms to these warranties or to terminate the service(s) and provide a pro-rated refund of any prepaid subscription fees (for the period from the date of the breach through to the end of the term).
To the extent permitted by applicable law, Healix International Limited disclaims all other warranties and conditions, express, implied, statutory or otherwise, including those of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Healix International Limited makes no warranty that any of the services will meet the requirements of customer or that the services will be uninterrupted, timely or error-free. Some jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above exclusions may not apply to customer.
7. Limitation on liability.
In no event shall Healix International Limited be liable for any indirect, special, consequential or incidental loss, exemplary or other damages related to this agreement or whether direct or indirect,
i) loss of data,
ii) loss of income,
iii) loss of opportunity,
iv) lost profits, and
v) costs of recovery or any other damages, however caused and based on any theory of liability, and including, but not limited to breach of contract, tort (including negligence), statute, or otherwise, and whether or not Healix International Limited has been advised of the possibility of such damages.
Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to customer.
8. Additional terms.
8.1. Relationship of the parties.
Customer and Healix International Limited are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Customer may not assign its rights or delegate its duties under this agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
8.3. Force majeure.
Neither party will be responsible for any delay, interruption or other failure to perform under this agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labour disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
Healix International Limited may provide customer with notice via email, regular mail and/or postings on the Healix International Limited website.
8.5. Compliance with laws.
Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the services under this agreement. Notwithstanding the preceding sentence, Healix International Limited does not guarantee that the services shall be appropriate and/or available for use in any particular location and customer is responsible for compliance with local laws to the extent applicable. Healix International Limited reserves the right to modify the services for any reason, without notice and without liability to customer or any end user. Customer shall comply with all legal duties applicable to the customer including obligations as data controller by virtue of customer’s role as meeting organizer and/or named authorized user. Customer must provide the relevant persons and/or participants with all information customer is required by law to provide and, if necessary, must obtain the consent of these persons and/or participants. Notwithstanding any other provision in this agreement, Healix International Limited shall have the right to terminate this agreement immediately upon the determination by Healix International Limited that customer is not in compliance with U.S. export laws or violates any government privacy and/or data protection laws.
8.6. No waiver.
The failure of either customer or Healix International Limited in any one or more instance(s) to insist upon strict performance of any of the terms of this agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this agreement and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms of this agreement in a manner consistent with the original intent of the agreement.
8.8. No third party beneficiaries.
No person or entity not a party to this agreement will be deemed to be a third party beneficiary of this agreement or any provision hereof.
8.9. Entire agreement.
This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this agreement shall be valid or binding on either party unless agreed to in writing by both parties.
8.10. Captions and headings.
Captions and headings are used herein for convenience only, are not a part of this agreement, and shall not be used in interpreting or construing this agreement.
8.11. Controlling language.
The English language version of this agreement shall be the controlling version and is incorporated by reference into any translation of this agreement. Any translation or other language version of this agreement shall be provided for informational purposes only.
Pronouns contained in this agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.