Welcome to Qinetic, a service owned and operated by WellneFit, Inc., a New York corporation (“Qinetic”, “we”, “us”, or “our”). Through our website located at www.qinetic.com (the “Site”), Qinetic provides a platform that connects the health and fitness industry in a social environment that allows users to connect with others, share information, and learn and grow in the health aspects of their lives (collectively, the “Service”). These Terms of Service (the “Terms”) set forth the legally binding terms and conditions applicable to all users, registered or otherwise, of the Site and of the Service (collectively, “users”, “visitors” or “you”).
Acceptance of Terms
You represent and warrant that if you are an individual, you are at least 18 years of age, or that if you are registering on behalf of a company or other legal entity, you are authorized to enter into, and bind such entity to, these Terms and register for the Service, and, in such event, “you” and “your” will refer and apply to such company or other legal entity.. We may, in our sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Service in any way.
Changes to Terms
We may amend, update or change these Terms from time to time. If we make changes to the Terms, we will post the revised Terms here. If we make material changes to the Terms, we will notify you by an e-mail sent to the address specified in your Qinetic Account (defined below) and/or by means of a notice on the Site once the change has become effective. You are encouraged to review the Terms from time to time in the event changes have been made. Your continued use of the Site or Service indicates your assent to the Terms as posted and you agree that we may change it at any time, effective immediately.
“Business Member” means a user who completes the registration process for a Business Account (defined below).
“Business Content” means all Content that a Business Member posts, uploads, publishes, submits, transmits, or otherwise makes available to the Site or Service.
“Collective Content” means Enthusiast Content, Business Content, Professional Content, and Qinetic Content.
“Content” means text, graphics, images, music, software, audio, video, information, or other materials.
“Enthusiast Member” means a user who completes the registration process for an Enthusiast Account (defined below).
“Enthusiast Content” means any and all Content that an Enthusiast Member posts, uploads, publishes, submits, transmits, or otherwise makes available to the Site or Service.
“Professional Member” means a user who completes the registration process for a Professional Account (defined below).
“Professional Content” means any and all Content that a Professional Member posts, uploads, publishes, submits, transmits, or otherwise makes available to the Site or Service.
“Qinetic Account” means a Business Account, Professional Account, and/or an Enthusiast Account.
“Qinetic Content” means all Content that Qinetic makes available through the Site or Service, including any Content licensed from third parties, but excluding Business Content, Professional Content, and Enthusiast Content.
In order to access certain features of the Site, you must register as a Business Member and create a Business Account (the “Business Account”), as a Professional Member and create a Professional Account (the “Professional Account”), or as an Enthusiast Member and create an Enthusiast Account (the “Member Account”). A Business Account and a Professional Account are each free accounts, but with a premium upgrade option, which, for a monthly fee, enables a user to access additional features of the Service. An Enthusiast Account is a free account that enables a user to access and use all other features of the Service.
You may register to join the Service directly via the Site, or as described in this section. When you register for a Business Account, Professional Account, or an Enthusiast Account, we will set up a Qinetic Account profile page (“Qinetic Profile”) for you, based upon the information you provide us, or what we obtain via an SNS (defined below). This information can be edited by visiting the “View Profile” section of the Site. Depending on your Qinetic Account settings and privacy settings, which can be edited by visiting the “Settings” section of your Qinetic Account, any information contained in your Qinetic Profile or made available by your through your Qinetic Account may be publicly available via the Site, and, with your prior permission, on third party sites. When you register for a Qinetic Account, you represent, warrant and covenant that: (a) all required registration information that you submit (including but not limited to your name, electronic mail address, password, website, address, and zip code) is accurate, truthful, and complete; (b) you will maintain the accuracy of such information; and (c) your use of the Service does not violate any applicable laws. You may not have more than one (1) active Business Account, Professional Account, or Enthusiast Account. For the purposes of clarity, users will be permitted to have up to one of each type of Qinetic Account active simultaneously. Qinetic reserves the right to suspend or terminate your Qinetic Account and your access to the Site, Application and Services if you create more than one (1) Business Account, Professional Account, or Enthusiast Account, or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Qinetic Account, whether or not you have authorized such activities or actions. You will immediately notify Qinetic of any unauthorized use of your Qinetic Account.
You can also register to join the Service via an online account you may have with a third party service provider (a “Third Party Account”). For example, you may register to join the Site, and interact with the Service, through a Third Party Account with a Social Networking Service (“SNS”). As part of the functionality of the Service, you may also link your Qinetic Account with additional Third Party Accounts and SNS’s. In each instance, you may do so by either: (i) providing your Third Party Account login information to Qinetic through the Site; or (ii) allowing Qinetic to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Qinetic and/or grant Qinetic access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Qinetic to pay any fees or making Qinetic subject to any usage limitations imposed by such third party service providers. By granting Qinetic access to any Third Party Accounts, you understand that Qinetic will access, make available and store (if applicable) any information that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on the Site, and through the Service, via your Qinetic Account and Qinetic Profile. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Business Content, Professional Content, or Enthusiast Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, and the privacy settings you have set in your Qinetic Profile, personally identifiable information that you post to your Third Party Accounts will be available on and through your Qinetic Account on the Site. Please note that if a Third Party Account or associated service becomes unavailable or Qinetic’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on the Site and through the Service. You have the ability to disable the connection between your Qinetic Account and your any Third Party Accounts linked to your Qinetic Account after registration, at any time, by accessing the “My Account” section of the Site. In order to disable the connection between your Qinetic Account and any SNS used for registration, you must deactivate your account as per below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Qinetic makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Qinetic is not responsible for any SNS Content.
Qinetic Account Termination and Removal of Content
We reserve the right to monitor and review your Qinetic Account and activity for compliance with these Terms. We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate these Terms or your access to our Site and Service, (b) remove any Business Content, Professional Content, or Enthusiast Content, and (c) suspend, terminate, deactivate, cancel, or refuse registration or access to your Qinetic Account or any Qinetic Account at any time. You may deactivate your Qinetic Account at any time by sending an email to email@example.com. Please note that if your Qinetic Account is deactivated, we do not have an obligation to delete or return to you any Business Content, Professional Content, or Enthusiast Content you have posted to the Site or Service.
Term and Termination
These Terms commence on the date these Terms are accepted through your use of or registration with the Site and will remain in full force and effect while you use the Site or Service, unless earlier terminated in accordance with these Terms. Notwithstanding the forgoing, if you used the Service prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commence on the date you first use the Service (whichever is earlier and which may be prior to the Terms version date) and will remain in full force and effect while you use the Service, unless earlier in accordance with these Terms.
You hereby consent to the use of electronic means to deliver any notices or other communications permitted or required by these Terms. In addition, you hereby consent to the use of electronic records to store information and data related to these Terms and your use of the Site and Service. Any notices or other communications permitted or required hereunder, including those regarding updates, amendments or modifications to these Terms, will be in writing and given by Qinetic via email to the address in your Qinetic Account or posted to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. As part of providing you the Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service and your Qinetic Account, which you may not be able to opt-out of receiving.
Third-Party Information and Services
You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) through the Service. Such Third Party Materials may also include links to other websites, services or resources on the Internet, and other Third Party Materials may also contain links to the Service. By way of an example and not as a limitation, as part of the Service, Qinetic will permit you to access information, products and services from businesses that are not owned or operated by Qinetic. In such instances, Qinetic acts only as the link between you and such businesses. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning any services, products or information ordered or received from such businesses are covered by their customer agreement and policies and solely between you and such businesses. Qinetic makes no representations or warranties of any kind, express or implied, regarding any services, products or information received from such third parties, and the fact that Qinetic makes such services, products or information accessible through the Service should not be construed as an endorsement of the business or the services, products and information they provide.
Your ability to access or link to Third Party Materials or third party services (including, but not limited to SNSs) does not imply any endorsement by Qinetic of Third Party Materials or any such third party services. By using the Service to find and view material online, you are directing the Service to present to you the Third Party Materials that you have selected. When you access third party websites, you do so at your own risk and you acknowledge that content displayed through any such website is the sole responsibility of the entity that makes it available. Third Party Materials and websites are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, availability, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by, or any association with, Qinetic. You further acknowledge and agree that we 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 the use of or reliance on any such information, goods or services available on or through any such website or resource.
Business Member, Professional Member, and Enthusiast Member Conduct:
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site and Service, and any Content made available therein. In connection with your use of our Service, you promise not to use the Service for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory codes applicable to your industry.
By way of example, and not as a limitation, you shall not (and shall not permit any third party) to either take any action or to upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site or Service that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or any third party;
impersonates any person or entity, including any employee or representative of ours;
includes anyone's identification documents or sensitive financial information; or
You shall not (directly or indirectly):
take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or its third party providers') infrastructure;
interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
bypass any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
run any form of auto-responder or "spam" on the Service;
use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
harvest or scrape any Content from the Site or Service;
modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Site, Service, Collective Content, or Third Party Materials, except as expressly authorized by us;
decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
otherwise take any action in violation of our guidelines and policies.
Qinetic relies on, in part, Business Content, Professional Content, Enthusiast Content and Third Party Materials. As such, we do not guarantee that any Business Content, Professional Content, Enthusiast Content, or Third Party Materials will be made available through the Service. We have no obligation to monitor, nor make any claim of accuracy with regards to the Site, Service, or any Content provided therein.
Qinetic will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Qinetic may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Qinetic has no obligation to monitor your access to or use of the Site, Service or Collective Content or to review or edit any Business Content, Professional Content, or Enthusiast Content, but has the right to do so for the purpose of operating the Site and Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental. Qinetic reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Qinetic, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Service.
Ownership and Proprietary Rights Notices
The Site, Service, and Qinetic Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Service and Qinetic Content, including all associated intellectual property rights, are the exclusive property of Qinetic and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Service, or Qinetic Content.
All trademarks, service marks, logos, trade names and any other proprietary designations of Qinetic used herein are trademarks or registered trademarks of Qinetic. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Subject to your compliance with the terms and conditions of these Terms, Qinetic grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Qinetic Content solely for your personal and non-commercial purposes and (ii) access and view any Business Content, Professional Content, or Enthusiast Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
The Service contains Content specifically provided by Qinetic or our partners, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Site or Service. You shall not sell, license, rent or otherwise use or exploit any Qinetic Content for commercial (whether or not for profit) use or in any way that violates any third party right.
Software in the Site and Service
In some instances, when the Service requires or includes downloadable software, this software may update automatically on your computer or mobile device once a new version or feature is available.
Qinetic grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that Qinetic gives you as part of the Service. The sole purpose of this license is to enable you to use the Service as we have provided it to you and in the manner permitted by these Terms and all applicable laws. You may not copy, modify, distribute, sell, or lease any part of our Service or accompanying software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.
Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the user who originated such Content. We may not monitor or control the Content posted via the Service and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Qinetic be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You retain your rights to any Content you submit, post or display on or through the Site and Service. By making available any Content on or through the Site or Service, the Business Member, Professional Member, or Enthusiast Member hereby grants to Qinetic a worldwide, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, prepare derivative works of, publicly display, publicly perform, and otherwise exploit such Content in any and all media or distribution methods (now known or hereafter developed). You agree that this license includes the right for Qinetic to provide, promote, and improve the Service and to make Content submitted to or through the Service available to other companies, organizations or individuals who partner with Qinetic for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our Terms. Such additional use may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Service.
You acknowledge and agree that you are solely responsible for all Content that you make available through the Site and Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available through the Site and Service or you have all rights, licenses, consents and releases that are necessary to grant to Qinetic the rights in such Content, as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or Qinetic’s use of the Content (or any portion thereof) on, through or by means of the Site and the Service will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Intellectual Property Infringement Notification Process
We respect the intellectual property (IP) rights of others, and we expect users of our Service to do the same. We will respond to notices of alleged IP infringement that comply with applicable law. For example, we respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.
If you believe that your Content has been copied in a way that constitutes copyright, trademark, and/or patent infringement, please provide us with the following information: (i) a physical or electronic signature of the IP owner or a person authorized to act on their behalf; (ii) identification of the protected work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as the username); (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the IP’s owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the IP owner.
We reserve the right to remove any Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a Qinetic Account. Our designated agent for notices of alleged IP infringement appearing on the Site or Application is:
WellneFit, Inc. 213 East 121st Street, 4th Floor New York, NY 10035 Support@qinetic.com
YOU EXPRESSLY AGREE THAT USE OF THE SITE, SERVICES, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. THE SERVICE, SITES AND ANY CONTENT PROVIDED THEREIN ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, TO THE EXTENT PERMISSIBLE BY LAW.
QINETIC, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE AND CONTENT IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE THAT QINETIC DOES NOT CONTROL IN ANY RESPECT ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO QINETIC FROM THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN WRITING, QINETIC AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF CONTENT OR PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OR OUTSIDE OF THE SITES. NOR DOES QINETIC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITES, ANY PRODUCTS OR SERVICES OFFERED OR SOLD THROUGH THE SITES, OR ITS CONTENT.
ALTHOUGH QINETIC STRIVES TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SITE, QINETIC DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE SITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, QINETIC DOES NOT WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.
QINETIC DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE SITES WILL BE MAINTAINED. TO THE EXTENT ALLOWED BY LAW, QINETIC DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPLICITLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Other than to the extent required by law, Qinetic has no special relationship with or fiduciary duty to you. You expressly understand and agree that your use of the Service is at your sole risk and acknowledge that Qinetic has no control over, and no duty to take any action regarding: what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.
You release Qinetic from any and all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Qinetic makes no representations concerning any Content contained in or accessed through the Service, and Qinetic will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
Health - Disclaimer
Physical exercise, in all of its forms, including but not limited to weightlifting, cardiovascular exercise of any kind, including without limitation, dance, walking, yoga, cycling, stretching, and running, with or without the use of equipment, such as weights, or any other equipment that may be suggested by a Qinetic instructor (a "Q-Coach"), is a strenuous physical exercise and poses the risk of injury, death, or physical or mental exhaustion. Accordingly, you are urged and advised to seek the advice of a physician before beginning and/or engaging in any physical exercise, regimen, routine, and/or program (and any suggested equipment) provided through the Site and Service. Qinetic is not a medical organization and our instructors, staff and/or Q-Coaches cannot give you medical advice or diagnosis. All suggestions and/or comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are performed by you at your own risk while viewing any Qinetic fitness, exercise and/or pre-natal exercise videos (collectively the "Videos"). Nothing contained in the Site, Service or Videos shall be construed as any form of such medical advice or diagnosis.
By using the Site, Service and/or Videos you represent that you understand that the practice of physical exercise involves strenuous physical movement and that such practice carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for practicing physical exercise. It is your responsibility to ensure that by participating in classes, activities and Videos from Qinetic, you will not exceed your limits in the practice of physical exercise, and you will select the appropriate level of classes 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 instructors may suggest physical adjustments, movements or modifications or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment, movement, modification or equipment is appropriate for your level or ability and physical and mental condition. You expressly waive and release any claim that you may have at any time for injury of any kind against Qinetic, or any person or entity involved with Qinetic, including without limitation its directors, principals, independent contractors, employees, agents, contractors, affiliates and representatives.
The Site and Service offers fitness, health, and nutritional information, and is designed for educational purposes only. Any information contained on the Site and made available through the Service, including but not limited to any Collective Content, is not intended to diagnose or treat any disease or medical condition, nor is it considered to be an exercise prescription for any particular individual. Developments in medical research may impact fitness, health, and nutritional information that is made available by Qinetic or through the Site and Service, and Qinetic makes no guarantee that such information will include the most recent developments in medical research. All exercise or nutritional changes pose a possible risk of injury or death, depending upon your underlying medical condition. You agree that before starting any exercise or fitness program and before making any nutritional changes to your diet, it is your sole responsibility to consult your physician or other health care professional regarding both your medical fitness and any medical or physical conditions for which you might be at risk. You further agree to not discard, delay, or obtain medical- or health-related advice from your physician or healthcare professional in connection with information obtained through the Site or Service. Do not rely on any information made available through the Site or Service as a substitute or replacement for professional medical advice, diagnosis, treatment, or rehabilitation.
Exercise during pregnancy is not one-size-fits-all. Each pregnancy is unique and each woman's physical experience and capabilities are specifically her own. Every woman who decides to use the Site, Services and/or Videos must have the consent of her doctor to perform these exercises. Qinetic cannot safeguard your health; only you can do that by obtaining necessary medical advice and making appropriate choices. Use of this Site and the information and content herein is only for those women who understand the nature and stresses of exercise and take common sense-precautions, including knowing what is right for your particular body, observing those limits, and choosing a personally appropriate level within the Videos. You must have your doctor's consent for use of the Videos, the Site and/or the Service.
By using the Site, the Service and the Videos, you acknowledge that:
Exercise during pregnancy is inherently risky and no amount of care can eliminate that risk.
You knowingly accept and assume as your personal risks all risks attendant to these Videos and the exercises therein, regardless of the source of the risk and whether it is foreseen or unforeseen, including (without limitation) the risks of illness, bodily injury, death, and miscarriage.
You for yourself and your spouse, domestic partner, next of kin, heirs, assigns, and legal representatives (collectively, "Releasing Parties") forever waive, give up, and release Qinetic and all of its members, managers, agents, and employees and their respective heirs and assigns and each Q-Coach (collectively, "Released Parties") from any and all liability, duties, responsibilities, obligations, causes of action in law or in equity, and claims you or any of the Releasing Parties might otherwise have against any Released Party for any illness, bodily injury, death, miscarriage, or loss of any kind or nature whatsoever, whenever occurring or becoming manifest, foreseen or unforeseen, known or unknown, arising out of or related in any manner whatsoever to the use of the Video, Service and/or Site, even those caused by the active or passive negligence or omissions of one or more of the Released Parties.
California Civil Code Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You waive each and every benefit and protection now or at any later time provided under California Civil Code Section 1542 and/or any other applicable statute, law, rule, or regulation or any common law principles that would preserve unknown claims.
Release of Liability for Injury or Death; Limitation on Liability; Damages.
YOUR PARTICIPATION IN VIDEOS OR OTHER PROGRAMS THROUGH THE SITE OR SERVICE IS AT YOUR OWN RISK. Exercise programs, including the Videos, represent an inherent danger to participants. NEITHER QINETIC NOR Q-COACHES ARE LIABLE FOR ANY PERSONAL INJURY OR DEATH THAT RESULTS FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, PARTICIPATION IN THE VIDEOS. YOU RELEASE QINETIC AND Q-COACHES FROM ALL LIABILITY FOR INJURY OR DEATH THAT RESULTS FROM YOUR PARTICIPATION IN A VIDEO OR USE OF THE SERVICE OR THE SITE. QINETIC WILL NOT BE LIABLE TO Q-COACHES FOR ANY INJURY OR DEATH THAT RESULTS FROM Q-COACHES USE OF THE SERVICE OR SITE AND IF YOU ARE A Q-COACH, YOU RELEASE QINETIC FROM ANY SUCH LIABILITY.
YOU RELEASE QINETIC FROM ANY AND ALL LIABILITY, LOSS, OR DAMAGE AS A RESULT OF YOUR CHOICE TO FOLLOW ANY COLLECTIVE CONTENT ACCESSIBLE THROUGH THIS SITE OR SERVICE, AND YOU AGREE THAT ANY INFORMATION PROVIDED, DISTRIBUTED, AND/OR PROMOTED BY QINETIC IS TO BE USED OR FOLLOWED SOLELY AT YOUR OWN RISK.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY OF QINETIC, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF THE SERVICE, SITE OR CONTENT IS EXPRESSLY EXCLUDED, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF QINETIC, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED TO THE LESSER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO QINETIC IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE OR LIABILITY OR (ii) IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100.00).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QINETIC, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT QINETIC, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, AND CONTENT FOR:
DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL LOSSES OR DAMAGES;
LOSS OF ACTUAL OR ANTICIPATED PROFITS;
LOSS OF REVENUE;
LOSS OF GOODWILL;
LOSS OF DATA;
LOSS OF ANTICIPATED SAVINGS;
WASTED EXPENDITURE; OR
COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES.
NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF SERVICE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, QINETIC’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Qinetic, its related companies, subsidiaries, directors, employees, shareholders, affiliates, agents, representatives, third-party information and service providers, suppliers or licensors from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise in connection with a violation of these Terms by you or through use of your Qinetic Account.
Qinetic reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Qinetic, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Qinetic. Qinetic will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Export Control and Restricted Countries
By using the Site and Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site or Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
Integration and Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of Qinetic to enforce any right or provisions of these Terms will not be deemed a waiver of such right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
Disputes. The terms of this Section shall apply to all Disputes between you and Qinetic. For the purposes of this Section, "Dispute" shall mean any dispute, claim, or action between you and Qinetic arising under or relating to the Sites, this Agreement, or any other transaction involving you and Qinetic, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND QINETIC AGREE THAT "DISPUTE" AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR QINETIC FOR (A) TRADE SECRET MISAPPROPRIATION, (B) PATENT INFRINGEMENT, (C) COPYRIGHT INFRINGEMENT OR MISUSE, AND (D) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
Binding Arbitration. You and Qinetic further agree: (a) to arbitrate all Disputes between the parties pursuant to the provisions in this Agreement; (b) this Agreement memorializes a transaction in interstate commerce; (c) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (d) this Section shall survive termination of this Agreement. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court's jurisdiction and is pending only in that court.
Dispute Notice. In the event of a Dispute, you or Qinetic must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the "Dispute Notice"). The Dispute Notice to Qinetic must be addressed to: Wellnefit Inc., 2134 E. 121st Street, 4th Floor, New York, NY 10035 U.S.A., Attn.: [Eric Brody] (the "Qinetic Notice Address"). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Qinetic and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Qinetic may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND QINETIC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be governed by the rules of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules"), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in these Terms, except that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (a) trade secret misappropriation, (b) patent infringement, (c) copyright infringement or misuse, or (d) trademark infringement or dilution, which are excluded from the definition of "Disputes" as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence, or in New York County, New York, at your option.
Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified herein by sending a written letter to the Qinetic Notice Address within thirty (30) days of your assent to these Terms (including the use of the Sites) that specifies (i) your name, (ii) your mailing address, and (iii) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedure set forth above, all other terms shall continue to apply, including the requirement to provide notice prior to arbitration.
Governing Law and Jurisdiction
You and Qinetic agree that any cause of action arising out of or related to these Terms or the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict of law provisions. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in New York County, New York, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).
We will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Qinetic’s prior written consent. Qinetic may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
If you have any questions about these Terms please contact us at Support@qinetic.com.