Last modified date: Nov. 13, 2018
IT IS IMPORTANT THAT YOU READ ALL OF THE TERMS AND POLICIES GOVERNING USE OF HEALWELL LLC (O/A HEALWELL) (“HEALWELL”) CAREFULLY. By using this website you indicate your acceptance of these terms (“Terms”). If you do not accept these Terms, then do not use this website or any of its content or services.
Healwell is an online resource for product and information specifically targeted for total joint surgery. The Healwell website at the URL, www.healwell.co (the “Website”).
Use of this Website is not permitted where prohibited by law. As a condition of using this Website, you represent and warrant that (a) all registration information you submit to Prepineer is true and accurate; (b) you will maintain the accuracy of such information; (c) you are at least thirteen (13) years of age.
If you provide Content, you represent and warrant that you are the sole owner of all/any Content posted to Prepineer or have the owner’s authority to provide such Content to the Website, other Users and Prepineer and you possess all necessary rights in said Content to make it available on the Website and for use by other Users and Prepineer, including, without limitation, copyright. You also represent and warrant that the posting of Content on or through Prepineer and its services will not breach intellectual property rights, privacy rights, contract rights, copyrights or any other rights of any third-party. You acknowledge and agree to pay for any and all royalties, fees, and any other monies or monetary obligations owing to any third-party for any Content provided and uploaded by you to Prepineer. You also represent and warrant that you will not use the Website in breach of any applicable law or regulation, including university or other academic regulations.
Content and Use
If you upload or wish to submit Content to the Website, you thereby grant Prepineer a perpetual, irrevocable, nonexclusive, royalty-free, worldwide right and license (with unrestricted right to grant sublicenses) to post, distribute, display, copy, reproduce, modify, alter, translate, publish, distribute, download, transmit and otherwise use such Content in any format or medium for any purpose whatsoever, including, but not limited to, commercially profiting therefrom. Content uploaded will be visible to other Users and may be accessed, displayed, downloaded, printed and otherwise used for personal, academic or educational purposes. Prepineer assumes no liability for any material provided by Users, which may contain inaccurate, incomplete, inappropriate and offensive material. Prepineer does not review or evaluate the accuracy of Content provided by Users.
Content stored on the Website are stored by Prepineer only for permitted temporary online sharing purposes and not for permanent or long-term storage or for temporary archival purposes. Prepineer will not, and is not obligated to, maintain back-up copies of any and all Content or any User’s Prepineer account information. Accordingly, Prepineer will bear no responsibility or liability for any loss of Content or other information stored or submitted to the Website.
Prohibited Content and Activities
Prepineer reserves the right to restrict, suspend or terminate access to all or any part of Prepineer’ services at any time, for any reason, with or without prior notice and without any liability to you. Use of the Website is subject to all applicable local, provincial and federal laws and regulations. Users are solely responsible for all activities, acts and omissions that occur in, from, through or under their user names or passwords. Users shall not (a) copy or distribute any part of the Website (including all of the contents of the Website), (b) alter or modify any part of the Website, (c) upload, post, email, transmit or otherwise make available on the Website any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable, or post a link to the Website from any third-party website(s) containing such content; (d) upload, post, email, transmit or otherwise make available any falsehoods or misrepresentations or create an impression that the User knows is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way; (e) impersonate any person or entity or misrepresent their affiliation with a person or entity; (f) forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the website or impersonate another person or organization; (g) upload, post, email, transmit or otherwise make available any material that they do not have a right to make available under any law or under a contractual relationship; (h) upload, post, email, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy and publicity rights), or post a link to the Website from any third-party website(s) containing such content; (i) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (j) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the website or that of any users or viewers of the website or that compromises a user’s privacy; (k) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (l) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (m) collect or store personal data about other users or viewers; or (n) resell the content of the Website, the use of the Website or access to the Website.
Users also agree not to access the website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser.
Prepineer’s Proprietary Rights
Except for (a) Content or (b) intellectual property belonging to Users, all information, materials and content on the Website, including but not limited to design, text, graphics, academic data, course materials, documents, messages, ratings, reviews, other files, and their
selection and arrangement (collectively, “Prepineer Content”) are the property of Prepineer and/or its licensors, with all rights reserved. Users acknowledge and agree that the Prepineer Content is protected by intellectual property rights which may include copyright, trademarks, service marks, patents or other proprietary rights and laws, including laws covering data access and data compilations. No Prepineer Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, incorporated into any derivative works or compilations, posted, transmitted, rented or sold in any form or by any means, in whole or in part, without Prepineer’ prior written permission. Users may not republish Prepineer Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation.
Communications with the Site
Prepineer welcomes feedback and suggestions from Users regarding the website or Prepineer services. Any feedback, comments, or suggestions Users may provide regarding Prepineer, or the Website and services is entirely voluntary and Prepineer will be free to use such feedback, comments or suggestions as we see fit, including but not limited to creating and marketing products, information, or services, and without any obligation to the User.
The transmission of any communication or material to Prepineer via the Website or electronic mail, whether encrypted or otherwise, cannot be guaranteed as, and is not represented to be, secure.
Users agree that they will not abuse their usage of Prepineer and its services to reproduce, post, distribute, sell or modify any copyrighted material, trademarks or intellectual property belonging to third parties without obtaining prior written consent of the owner for such rights. Prepineer reserves the right in its sole discretion to remove any and all Content posted
by any user for any reason as Prepineer sees fit. Prepineer reserves the right and ability to terminate membership privileges of any User who infringes upon the copyright, trademarks and intellectual property of third parties upon notification to Prepineer by the owner of the rights.
Copyright Violation Claims
If a User wishes to make a claim of copyright infringement, you must provide notification to Prepineer by sending us the following information via email to using the following format:
- Include a statement telling us that you have found content on Prepineer.com which you believe infringes your copyright (for example, “I believe that the notes identified below infringe my copyright”).
- Tell us which country your copyright applies to.
- Tell us the title of the content concerned and the full URL for its page.
- Explain to us in what way that content infringes your copyright (e.g. the text is copied, the entire content is a copy of an original work made by you, etc.)
- Identify the type (and details of (e.g. title, publisher, dates, etc.) the copyright work which you own the rights in, and which you believe has been infringed. If this information is available on the internet, it is helpful to send us a link.
- Let us have contact information so that we can get in touch with you (email address is preferred).
- Let us have the contact information which we can pass on to the submitter of the content concerned, so that they can get in touch with you to resolve your complaint directly (email address is preferred).
- Include the following statement: “I have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law. I swear that the information contained in this notification is accurate and that I am the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.”
- Sign the notice. If you are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.
- Send the notice, in English, to the following address: Attn: Prepineer Copyright Infringement Notification Email: info@Prepineer.com.
Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content. Please also make sure you know whether the content that you have seen on the Website infringes your copyright because
there may be adverse legal consequences in your country if you make a false or bad faith allegation of copyright infringement by using this process.
Prepineer is not responsible for any inaccuracies in Content posted or uploaded by Users or of any links. As well, Prepineer does not guarantee the accuracy of any Content provided and uploaded by Prepineer. Prepineer is not responsible for any errors or omissions or for any consequences that may arise from the use of such “flawed” information. Prepineer, Prepineer Content, any Content made available through the site are made available “as is” and “with all faults.” The usage of Prepineer, its services and Content is entirely at the individual risk of Users and Prepineer assumes no responsibility for third party advertisements which may be posted on Prepineer nor does it assume responsibility for any goods or services advertised with its partners.
The online and offline conduct of any User is not the responsibility of Prepineer. Prepineer assumes no responsibility for errors, omissions, interruptions, deletions, defects, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication. Prepineer cannot be held responsible for any problems or technical malfunction including but not limited to computer systems, servers or internet providers, computer equipment, software, or failure of email/email accounts that may be due to technical problems or Internet congestion problems. Prepineer will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Prepineer website or any Content. Under no circumstances shall Prepineer be responsible for loss or damage arising from: (i) use of Prepineer and its services, (ii) any Content uploaded on or through Prepineer and its services (including, without limitation, from any use of or reliance on any such Content) or from the conduct of any Users of the Prepineer Services, whether online or offline. Services provided by Prepineer are provided “as is” and Prepineer expressly disclaims the Website and its services from any warranty or guarantee of fitness for any purpose or non-infringement. Prepineer cannot and does not guarantee and promise that the Website and its services will always be available and functional, neither can it guarantee or promise any specific deterioration or improvement in academic results that may arise from use of the Website and its services.
Interaction with Third Parties
The Services may contain links or connections to third party websites or services that are not owned or controlled by Prepineer. When you access third party websites or use third party
Prepineer has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through Prepineer. In addition, Prepineer will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using Prepineer, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through Prepineer, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel
necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Prepineer shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between Users on this site, or between Users and any third party, you agree that Prepineer is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release Prepineer, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Limitation on Liability
IN NO EVENT SHALL PREPINEER BE LIABLE TO USERS OR 3rd PARTIES FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFIT DAMAGES THAT ARISE FROM THE USE OF PREPINEER AND ITS SERVICES, EVEN IF PREPINEER HAS BEEN ADVISED AND INFORMED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PREPINEER’S LIABILITY TO USERS 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 USERS TO PREPINEER FOR THE SERVICES UP TO THE EXACT DATE WHEN THE CAUSE OF ACTION FIRST ARISES.
Users may terminate membership by sending a request to info@Prepineer.com. Your account will be terminated within 48 to 72 hours after receiving your request. The termination of membership will mean the termination of the User’s access to Prepineer and its services, including ability to upload Content and profit from the distribution of any Content provided and previously uploaded by the User. Previously posted and uploaded Content will remain on Prepineer indefinitely unless Prepineer, in its sole discretion, decides to remove it. Even after the membership of a User ends, all Terms will still remain in effect.
These Terms are governed by and will be construed under the laws of the State of Wyoming without regard to the conflicts of laws provisions thereof. Any dispute arising from or
relating to the subject matter of these Terms shall be finally settled in Laramie County, Wyoming, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND PREPINEER ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Laramie County, Wyoming.
You agree to indemnify and hold Prepineer and any of its employees and officers, harmless from any damage, cost, loss, liability, demand, or claim and expense, including but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of use of Prepineer and its services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of Users’ representations and/or warranties set forth above and/or if any Content posted on Prepineer or through its services causes Prepineer to be liable to another party.
If any part of these Terms is deemed unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.
Failure of Prepineer to enforce any of the provisions set forth in the Terms against Users or others shall not be construed to be a waiver of the right of Prepineer to enforce such provisions.