Subscriber Website License Agreement
Terms & Conditions
1.01 As used in this Agreement, the following terms shall have the following meanings:
- "Agreement" means this Subscriber Website License Agreement for the use of the Website;
- "Data" means any and all of the information, data or product, or any portion thereof, in anyway delivered to or obtained from or through the Website by the Subscriber;
- "Fees" means any and all applicable fees chosen by the Subscriber during the registration process, including any applicable taxes, for any Transaction that is attributable to the Subscriber's User ID or any Password issued to the Subscriber;
- "WellTraxx" means WellTraxx Ltd., a corporation established in the Province of Alberta and having its head office in Medicine Hat, Alberta;
- "Password" means that combination of letters, numbers or symbols or any combination thereof assigned by WellTraxx or chosen by the Subscriber that validates the identity of the Subscriber to the Website administrators for WellTraxx;
- "Subscriber" means the individual or legal entity provided by the Subscriber in the registration process to WellTraxx. It shall include the Subscriber's partners, officers, employees or agents. The address of the Subscriber shall be the address provided to WellTraxx by the Subscriber at the time of registration, unless amended by the Subscriber in writing to WellTraxx;
- "Term" means a time period of one (1) year commencing on the date of receipt by WellTraxx of the Subscriber's agreement to the terms and conditions, without modification, of this Agreement, and continuing on a year-to-year basis thereafter subject to the provisions with respect to termination contained herein;
- "Transaction" means any request, electronic or otherwise, for Data or service initiated through the access or use of the Website;
- "User ID" means each and every identification code assigned by the Subscriber to each individual permitted by the Subscriber to access or use the Website; and
- "Website" means the restricted access website or websites having the Uniform Resource Locator (URL) known as http://www.welltraxx.com and any substitutes, alternatives, and successors as required in the sole discretion of WellTraxx, all of which are located within a portion of the Internet system of communications generally known as the world wide web, and reference to such website shall include any and all information and content contained in such website, including but not limited to the Data.
2.00 LICENSE TO ACCESS AND USE
2.01 WellTraxx hereby grants to the Subscriber a non-exclusive and nontransferable license to access and use the Website or Data for the purposes of non-commercial internal business use, personal use, and for the integration with the products and services of the Subscriber, which are provided to the Subscriber and not to any other party. The Subscriber shall not reproduce, sell, market or promote the Website or Data, or any portion thereof, in stand alone form or without its integration with the normal products and services of the Subscriber. The Subscriber may only access, manipulate, view, download, store or print the Website or Data, or any portion thereof, as it is necessary for these purposes and in a manner which allows for the Subscriber to comply with any and all terms and conditions of this Agreement.
2.02 No intellectual property rights whatsoever have been granted, transferred, or shall be considered as having been granted or transferred, to the Subscriber under this Agreement.
3.00 FEES & METHOD OF PAYMENT
3.01 The Subscriber covenants and agrees that, any and all Fees shall be payable by the Subscriber to WellTraxx and that any such obligation shall survive the expiration or termination of this Agreement. The Subscriber agrees to provide a valid credit card number with the application and the Subscriber agrees that WellTraxx is authorized to process of the payment of any Fees associated with Transactions by the use of the credit card provided by the Subscriber without further authorization from the Subscriber. WellTraxx shall deliver to the Subscriber an invoice for Fees owing and payment details within a reasonable period of time following the processing of the payment on the credit card.
3.03 The current fees for the services provided by WellTraxx may be amended from time to time by WellTraxx by providing at least thirty (30) days written notice to the Subscriber of any changes made.
4.01 Notwithstanding anything contained in this Agreement, WellTraxx may discontinue the Subscriber's access to or use of the Website or Data and immediately terminate this Agreement without further notice to the Subscriber if WellTraxx, in its sole discretion, determines that the Subscriber has:
- failed to promptly comply with all directions, rules, and bylaws of WellTraxx for the use and access of the Website or Data;
- acted, or has attempted to act, inconsistently with any of the terms or conditions of this Agreement;
- infringed upon or attempted to infringe upon the proprietary rights of others;
- become insolvent, bankrupt or has appointed a liquidator, receiver or trustee in bankruptcy; or
- provided false information or information which WellTraxx has been unable to reasonably authenticate or verify. WellTraxx shall nevertheless be entitled to recover from the Subscriber any monies owing to it pursuant to this Agreement and as a result of the termination.
4.02 Either party may terminate this Agreement at any time during the Term of the same by giving the other party thirty (30) days prior written notice.
4.03 Immediately upon the termination or expiry of this Agreement, the Subscriber shall: a. cease any and all use or storage of the Data; and b. cease any and all access and use of the Website. Any obligation of the Subscriber hereunder shall survive the expiration or termination of this Agreement.
4.04 Immediately upon the termination or expiration of this Agreement, WellTraxx may cancel the Subscriber's User ID and Passwords issued hereunder.
5.00 WELLTRAXX'S COVENANTS
5.01 WellTraxx shall, upon reasonable confirmation and verification of any and all information provided by the Subscriber and as soon as practicable following execution of this Agreement and throughout the Term of this Agreement,
- provide the Subscriber reasonable access to the Website;
- securely store the Data provided by the Subscriber; and
- forward any notifications or reminders resulting from the Data provided by the Subscriber.
This service shall be provided in good faith. However, the Subscriber acknowledges that WellTraxx cannot make any promise, assurance or covenant of any kind regarding the information submitted to the Website by the Subscriber, as it has no control of the information provided by the Subscriber nor verification role. The responsibility to ensure that the Data is accurate and relevant rests solely with the Subscriber.
6.00 INDEMNIFICATION AND DISCLAIMER
6.01 The Subscriber shall indemnify, defend and save harmless WellTraxx and its officials, officers, employees and authorized representatives from and against any and all loss or damage, including without limitation any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, legal fees, costs and expenses of any kind or nature whatsoever, to the extent that the loss or damage is or was directly or indirectly caused by or contributed to in whole or in part by any wrongful act, error or omission, wilful misconduct or criminal act by the Subscriber or any person acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement. This indemnity and save harmless shall survive this Agreement.
6.02 WellTraxx shall not be responsible for any damage, loss, cost, injury or expense that may happen to or be incurred by the Subscriber unless and only to the extent that such damage, loss, cost, injury or expense is due to the gross negligence or misconduct of WellTraxx.
6.03 WellTraxx does not in anyway guarantee the quality, accuracy, completeness or timeliness of Data inputed by the Subscriber and makes no representation that it shall be error free. Such is the responsibility of the Subscriber prior to inputting the Data.
6.04 WellTraxx disclaims any and all warranties and representations, whether express or implied, regarding the use of and access to the Website or Data, including warranties and representations of merchantability, fitness for a particular purpose, and non-infringement and including without limitation those arising from a course of dealing, usage, or trade practice.
6.05 WellTraxx disclaims any liability for any direct, indirect, special, incidental or consequential damage or any other damages whatsoever and howsoever caused arising out of or in connection with the use or reproduction, whether in whole or in part, of the Website and Data or in reliance on the same including but not limited to any loss of use, lost data, lost business profits, business interruption, personal injury, or any other pecuniary loss, whether the action is based on contract, tort (including negligence) or other cause of action.
7.00 SUBSCRIBER'S COVENANTS
7.01 The Subscriber hereby covenants and agrees that it shall only use the Website and Data in the manner prescribed in this Agreement.
7.02 The Subscriber acknowledges and agrees that WellTraxx shall have continued access to the information uploaded by the Subscriber to WellTraxx's server(s) or information delivered to WellTraxx for uploading to WellTraxx's server(s) during and after the Term for purposes of providing support and administrative assistance to the Subscriber.
7.03 The Subscriber shall be responsible for all Transactions attributable to the Subscriber or performed under the Subscriber's User ID and Password, and the Subscriber shall ensure that no other person shall use its User ID and Password to obtain access to the Website and Data.
7.04 The Subscriber shall abide by and conform to all applicable international, federal, provincial, municipal or other governmental authorities' laws, rules, regulations, orders, statutes, and by-laws, in force, from time to time, during the Term of this Agreement.
7.05 The Subscriber shall ensure that the Website and Data are used in a reasonable manner and shall adhere to all rules and regulations set out or prescribed by WellTraxx, or an employee of WellTraxx, at the Website or by notice provided in writing.
7.06 The Subscriber shall not transfer or assign this Agreement in whole or in part without the express written consent of WellTraxx, which consent may be arbitrarily withheld and may impose any conditions or limitations as WellTraxx deems fit.
7.07 All information received by the Subscriber relating to the trade secrets, business, clients or affairs of WellTraxx, its directors, officers, shareholders, employees, agents and representatives shall be kept confidential and may not be used for any purpose other than complying with the provisions of this Agreement. The provisions of this paragraph shall indefinitely survive the termination of this Agreement and shall continue to be binding upon the Subscriber and enforceable by WellTraxx until such time as the information becomes available to the public otherwise than as a result of the breach of this paragraph by the Subscriber.
8.01 Headings are inserted into this Agreement for reference only and are not to be considered when interpreting this Agreement. All references in this Agreement to sections and other subdivisions refer to corresponding sections and other subdivisions of this Agreement.
8.02 Words importing the singular shall be construed and deemed to include the plural and vice versa and words importing gender and legal entity shall be construed and deemed to include all genders and legal entities as the context of this Agreement may require.
8.03 Any reference in this Agreement to any international, federal, provincial, municipal, or other governmental authorities laws, rules, regulations, orders, statutes, and by-laws, in force, shall include all amendments thereto and substitutions therefor from time to time.
8.04 This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta. The judicial centre of Calgary, in the Province of Alberta, shall have jurisdiction over any legal matter arising out of this Agreement.
8.05 Any notice, communication or request to be given or made hereunder shall be in writing and shall be delivered to the Subscriber at the email and physical addresses provided by the Subscriber on registration, as amended from time to time or at such other address as the parties may from time to time advise the other in writing. Any notice or other communication given by email shall be deemed to have been received on the next business day and notices by prepaid mail shall be deemed to have been received on the fifth (5th) business day following deposit in the mail except in times of labour strikes and slow downs affecting the mail delivery where such notice or communication shall be deemed effective upon actual receipt.
8.06 All terms, covenants and conditions contained in this Agreement shall be binding upon and shall enure to the benefit of the respective heirs, successors and permitted assigns of WellTraxx and the Subscriber including any person taking or receiving in any manner the benefit hereof absolutely to the same extent as if each such heir, successor and permitted assign and any such person were named as a party to this Agreement.
8.07 Each term, covenant and condition contained in this Agreement shall for all purposes be construed to be a separate and independent covenant and agreement. If any term or condition of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid and unenforceable, the remainder of this Agreement or the application of such term, covenant or condition to any person or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby and each term and condition of this Agreement shall be valid and shall be enforced to the extent permitted by law.
8.08 If either party accepts any non-performance or non-compliance by the other party of any term, covenant or condition herein contained such acceptance or failure to insist on strict performance by the other party will not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement will be deemed to have been waived by a party unless confirmed in writing signed by that party.
8.09 Time shall be of the essence of this Agreement.
8.10 This Agreement contains the entire terms thereof and WellTraxx and the Subscriber agree that there are no representations, collateral agreements or conditions except as expressed herein. All previous verbal or written agreements, if any, are hereby cancelled and rendered null and void.
WellTraxx wants to ensure you are 100% satisfied with your subscription. We honour the following refund policy. This refund policy is subject always to our terms and conditions.
Ending your Subscription
As per our Subscriber Website License Agreement, you may end your WellTraxx subscription at any time by giving thirty (30) days prior written notice. Refunds will be issued on a pro-rated basis for both annual and monthly subscription packages, and are subject to a $35.00CDN Service Fee.
Requests for cancellation can be made by contacting us through out Contact Us page.
Refunds are made only as a credit to the account of the credit card originally used for the subscription.