TERMS AND CONDITIONS

Introduction

These Terms of Use apply to the WINFertility, (“WIN”), services made available via applications on mobile or handheld devices (the “App”), the Internet and our website and web application located at www.winfertility.com (the “Website” and “Web App” respectively) (collectively, the “Services”) and is a contract binding on all users of the Services.

By directing your browser to the Website, Web App or App and accessing, viewing, displaying or otherwise using the pages of either the Website or Web App or by downloading and installing the App, you acknowledge that you have read, understand, accept and agree to comply with and be bound to these Terms of Use, whether or not you are a registered member of the Services. Please also read below our Privacy Policy carefully to understand what we do with personal information that we collect as part of your interaction with the Services.  These Terms of Use, including the Privacy Policy, govern your use of the Services and constitute a legal contract between you and WIN.

If you do not agree to be bound by these Terms of Use, you must immediately discontinue your access to and use of the Services. Any breach of these Terms of Use immediately terminates your right to access and use the Services and all rights and licenses granted to you by these Terms of Use.

In the future, WIN may change the Terms of Use at any time at its sole discretion including to comply with applicable laws, regulations, and contractual obligations.  [If we decide to change these Terms of Use, all changes will be made at [this URL] and the effective date will be posted so that you will always know what terms of use apply to your visit.  These Terms of Use were last updated on [•].]

Proprietary Rights

The content provided through the Services and WIN’s licensors or suppliers, including but not limited to any mobile applications, music, photographs, videos, articles or other materials (collectively, the “Content”) and all underlying software or technology used in connection with the Services (“Technology”), including but not limited to all intellectual property rights in and to the Content and Technology, is and remains at all times the property of WIN or its licensors or suppliers, as the case may be, with all rights not explicitly granted herein reserved to WIN, or its licensors or suppliers, as applicable.

Nothing in these Terms of Use shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth in these Terms of Use.  If you would like to use any of our Content, you must first obtain written permission from WIN by contacting us at [info@winfertility.com]. WIN reserves the right to refuse permission for any reason or no reason.

Provided that you are eligible to access and use the Services and you agree to abide by these Terms of Use, you are hereby granted a limited license (without the right to sublicense) to access and use the Content and the Technology and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact.  You may not upload or republish Content or Technology on any Internet, intranet or extranet site or incorporate the information contained within the Content or Technology in any other database or compilation, and any other use of the Content or Technology is strictly prohibited.  Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.

You agree not to modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit or sell any intellectual property or Content or Technology appearing on or through the Services, or create derivative works based on such Content or Technology, in any form or by any means, in whole or in part, without WIN’s prior written permission, unless expressly permitted elsewhere under these Terms of Use.  You may not circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or Technology or enforce limitations on use of the Services, the Content or the Technology.

Any copies of Content on the Website, Web App or App made by you must be retained without modification of any and all copyright notices and other proprietary marks. Your failure to comply with the foregoing restrictions will result in infringement, misappropriation or other violation of the intellectual property and contractual rights of WIN or third parties and could result in substantial civil and criminal penalties.

The trademarks, service marks, trade names and logos, including WINFertility, other identifying marks of WIN (including those that may be introduced in the future), and any third party marks used and displayed through the Services are proprietary to WIN, its licensors, affiliates or sponsors. You may not use these marks for any purpose without the express prior written consent of WIN. Except as expressly set forth herein, these Terms of Use do not grant to you any express, implied or other license or right under any patent, trademark or copyright of WIN or any third party.

Access And Use of the Services

So long as you comply with these Terms of Use, you are authorized to access and use the Services only for purposes of (i) learning more about WIN, its products or services, (ii) conducting transactions that now or in the future are offered by WIN through the Services or (iii) to otherwise communicate with WIN, or (iv) use the App to self-monitor activities.

Subject to your compliance with these Terms of Use, WIN hereby grants you a limited, revocable, non-exclusive, non-transferable license (without the right to sublicense) to access and make personal use of the Services.  You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access the Services.

In certain circumstances, WIN may limit access to secure, password-protected pages of the Website, Web App or App. Such access is restricted to authorized persons only; any attempt by you to access these areas without authorization may subject you to criminal or civil liability.

Any unauthorized use of the Services, including but not limited to misuse or any other use in violation of these Terms of Use of any information or Content, is strictly prohibited. WIN reserves the right, at its sole discretion, to immediately deny further or continuing access to the Services to any visitor or user, including, without limitation, any user that WIN determines has violated any aspect of these Terms of Use or Privacy Policy. WIN reserves the right, at its sole discretion, to seek and obtain any other remedies available to it pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms of Use or any other act or omission by you that gives rise to a claim by WIN.

You agree that (i) you will not engage in any activity related to the Services that is contrary to applicable law, regulation or the terms of any agreements you have with WIN or any other parties, and (ii) you will not commercially exploit any part of the Services, except as expressly permitted by WIN

WIN makes no claims regarding use of the Services or access to the Content outside of the United States.  Access to the Services or the Content may not be legal by certain persons or in certain countries.  If you access the Services or the Content from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. WIN reserves the right to block access from any country/countries at its sole discretion.

Use Limitations

WIN and its family of companies provide management services related to women’s health issues, with an emphasis on managing medical and pharmacy care for infertility and related conditions. WIN does not provide medical services or dispense pharmaceuticals care and does not offer health care insurance. Information on the Website, Web App or App may relate to all aspects of the management services WIN does provide, including (but not limited to) the WINFertility Treatment Program that is specifically designed to make infertility treatments available directly to consumers, or those who utilize fertility benefits through their employer or health plan provider, or who do not have, or who have exhausted, available insurance covering medical or pharmaceutical infertility services. While the Services are intended to facilitate consumers’ access to the WINFertility Program, use of the Services do not in any way guarantee that infertility treatments will be successful in enabling patients to reach their personal family goals.

Forums

The Website, Web App or App may include bulletin boards, chat rooms, e-mails or other forums (“Forums”). WIN is not responsible for any material posted on the Forums (“Posted Materials”), and it is a condition of your use of the Forums and the Services that you shall not upload, transmit, distribute or otherwise publish through such Forums any content which:

• Violates any law;
• Libels, defames, is obscene, hateful, racist, harassing, vulgar, pornographic, abusive, threatening, profane or indecent, including images and language;
• Infringes any intellectual property rights of a person or entity, including without limitation, violating a copyright or trademark or other proprietary right or derivative works with respect thereto;
• Violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights;
• In any way exploits any information, software or other material for commercial purposes or which contains advertising, promotion or marketing;
• Solicits gambling or engages in any gambling activity;
• Contains a virus or other harmful component;
• Advocates illegal activity;
• Advertises or otherwise solicits funds or is a solicitation of funds for goods or services or solicits any illegal act (collectively “Non-approved Materials).

While WIN does not and cannot review every message posted by users in the Forums and is not responsible for the content of these messages, WIN reserves the right to delete, move, or edit Posted Material that, in WIN’s sole discretion, are found to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or unacceptable as set forth hereinabove or for any other reason. You acknowledge that WIN reserves the right to, and may from time to time, monitor any and all information transmitted or received for operational and other purposes. Use of the Website, Web App or App constitutes consent to such monitoring.

By displaying, publishing, or otherwise submitting any Posted Materials on or through the site, you hereby grant to WIN a limited, non-exclusive, sub-licensable, worldwide, fully-paid, perpetual, irrevocable, fully assignable, royalty free license to use, modify, publicly perform, publicly display, reproduce, adapt, publish, translate, edit, reformat, create derivative works from, and distribute such Posted Materials, throughout the world for any purpose and in any media whether now or hereafter created. You are also granting to WIN the non-exclusive right to seek to enjoin and/or obtain damages from any third party from the unauthorized use or reproduction of your Posted Materials, as well as the right to attribute your Posted Materials to you.

You represent and warrant that you own the Posted Materials displayed, published or posted by you through the Services and otherwise have the right to grant the license set forth herein, and the displaying, publishing or submission of your Posted Materials does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Posted Materials displayed, published or posted by you through the Services. Except for your Posted Materials, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Posted Materials appearing on the Services.

Links

The Website, Web App or App may contain links to other websites that are not operated or controlled by WIN. Use of these links to access other Internet sites is at your own risk. WIN is not responsible for the accuracy, reliability or quality of any information or services provided or products sold at these sites. WIN establishes links to other websites for the convenience of its users; however, such links are not intended to be an endorsement of the other website.

Notices and Disclaimers

THE CONTENTS OF THE SERVICES ARE PROTECTED BY COPYRIGHT AND MAY NOT BE COPIED OR OTHERWISE REPRODUCED WITHOUT WIN’S WRITTEN PERMISSION EXCEPT AS EXPRESSLY SET FORTH ABOVE. USERS MAY NOT PUBLISH OR CREATE DERIVATIVE WORKS FROM, OR USE, THE CONTENTS OF THIS WEBSITE OR THE APP FOR ANY PUBLIC OR COMMERCIAL PURPOSES.

USE OF THE SERVICES ARE PROVIDED “AS IS, WHERE IS,” AS AN ACCOMMODATION, AND WITHOUT WARRANTY OF ANY KIND, NOR DOES WIN PROVIDE ANY WARRANTIES OF ANY KIND IN RESPECT OF ANY GOODS AND SERVICES PURCHASED BY OR PROVIDED TO USERS OF THE SERVICES (UNLESS OTHERWISE EXPRESSLY STATED IN WRITING IN THE RELEVANT TERMS AND CONDITIONS OF SALE). WIN EXPRESSLY EXCLUDES ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT IN RESPECT OF THE SERVICES OR ANY LINKS TO THE AFOREMENTIONED. IN NO EVENT SHALL WIN BE LIABLE FOR DAMAGES OF ANY KIND INCURRED BY YOU AS A RESULT OF ANY INACCURACY OR ERROR IN THE INFORMATION PROVIDED IN THE SERVICES, ANY DEFICIENCY, ERROR OR INTERRUPTION IN THE SERVICES, OR ANY DEFICIENCY, DEFECT OR FAILURE TO THE SERVICES. WIN SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA OR EQUIPMENT ARISING OUT OF YOUR RELIANCE ON THE INFORMATION PROVIDED IN THE SERVICES AND THE USE OR INABILITY TO USE THE SERVICES, EVEN IF WIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, DEFECT, FAILURE, ERROR OR INTERRUPTION IN THE SERVICES OR ANY GOODS OR SERVICES OFFERED FOR SALE ON THIS WEBSITE, WEB APP OR APP SHALL BE TO REQUEST THAT WIN CORRECT THE MATTER OR, IF WIN FAILS TO DO SO, TO DISCONTINUE USE OF THE SERVICES AT YOUR OPTION. WITHOUT IN ANY WAY CONCEDING THAT WIN CAN HAVE ANY FINANCIAL LIABILITY TO YOU WHATSOEVER, IN NO EVENT SHALL WIN’S LIABILITY EXCEED AN AMOUNT EQUAL TO ALL FEES PAID BY YOU TO WIN IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES. WIN DOES NOT HAVE A DUTY TO UPDATE INFORMATION OR PRICING CONTAINED IN THE SERVICES, AND WIN WILL NOT BE LIABLE FOR ANY FAILURE TO UPDATE SUCH INFORMATION.

Indemnity

You agree to defend, indemnify, and hold WIN, its officers, directors, employees, agents, and representatives harmless from and against any claims, actions, causes of action, demands, liabilities or settlements, including without limitation attorneys’ fees (collectively the “Claims”), resulting from, or alleged to result from, your violation of these Terms and Conditions of Use, including without limitation, Claims arising out of or resulting from your submission of personally identifiable information or personal health information relating to yourself or any third party. 

Laws and Regulations

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut without regard to its conflict of law provisions. Any legal proceedings relating to these Terms of Use or the Services shall be initiated in a state or federal court located in Connecticut and you hereby consent to the exclusive jurisdiction of such courts.

Your use of the Services is governed by all applicable laws and regulations of the United States and any state and locality having jurisdiction.  Information on the Website, Web App or the App may be subject to U.S. export and re-export control restrictions. Your use of the Services may be subject to the laws of other countries if you are not located in the United States.

If any of the provisions of these Terms of Use are held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of these Terms of Use. Moreover, you and WIN agree that the tribunal holding any such provision to be invalid or unenforceable shall have the authority to, and shall, amend such provision to have the legally enforceable meaning that is as close as possible to the provision as original stated herein.

The failure of WIN at any time to enforce any provision of these Terms and Conditions of Use shall not constitute a waiver of such provision or of any other provision hereof or of WIN’s right to thereafter enforce any provision hereof.

Complete Agreement

These Terms of Use represent the entire agreement between you and WIN with regard to use of the Services. These Terms of Use can be altered or amended at any time, without notice, by WIN by posting such changes to the Website. By visiting the Website or Web App or using the App at any time, you shall be deemed to have confirmed that you have checked for, read and accepted all such changes posted to this Website. You agree to discontinue use of the Services immediately if you do not agree to any such changes to these Terms of Use.