terms of service
1. SCOPE OF THESE TERMS & CONDITIONS
Unless otherwise indicated, these Terms and Conditions of Service (“Terms & Conditions”) apply to (i) your use of and/or access to the adio.org website and/or any other websites (collectively, the “Website”) which are owned or operated by Adio Health Limited or its affiliates (collectively, “Adio”, “we,” “us,” or “our”), including any portions thereof available only to subscribers, and (ii) your use of and/or access to any mobile phone and/or tablet device applications which we may own or operate currently or in the future (collectively, the “Mobile App”) and (iii) your use of and/or access to any content or information and other online or mobile-enabled technology, digital tools, webinars, community groups and any and all other services and products provided by us (together with the Website and Mobile App, collectively, the “Services”). For the purposes of these Terms & Conditions, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, Adio Health Limited. The term “Mobile App” shall refer to the Membership Services (hereinafter defined).
If you are not willing to be or cannot be bound by all of these Terms & conditions, including without limitation the following agreement and acknowledgement, then please do not continue to access, browse or use our services. Moreover, we do not and will not grant you any right or license to access, browse or participate in our community services without your willingness and ability to be bound by all of the Terms & Conditions in this agreement.
If you do not abide by the provisions of these Terms & Conditions, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and files in your user account, and/or restrict any further access to such information and/or files, and/or our services, with or without notice.
You must exercise good caution, common sense, sound judgement and abide to our Code of Conduct when using our Services. You are prohibited from violating, or attempting to violate, the security of our Services. Any such violations may result in criminal and/or civil penalties against you. Adio Health Limited will investigate any alleged or suspected violations and, if a criminal violation is suspected, we may contact and/or cooperate with law enforcement agencies in their investigations.
2. AGREEMENT AND ACKNOWLEDGEMENT
By using our Services, you accept these Terms & Conditions and agree to be legally bound and to abide by the terms, conditions, and notices contained or referenced herein, just as if you had signed them.
Changes to Terms & Conditions
From time to time, we may, at our sole discretion, change, modify, supplement or remove portions of these Terms & Conditions (these will be known as “Additional Terms”). Such Additional Terms shall become effective upon posting by the Company on our Website, via the Services, and/or sending you an email or other notification. You will be deemed to have agreed to such Additional Terms by your decision to continue accessing our Website or Community or otherwise using any of the Services following the date in which such Additional Terms become effective.
Modification of Services
In our sole discretion, and without prior notice or liability, we may discontinue, modify or alter any aspect of our Services provided to you, including, but not limited to, (i) restricting the time the Services are available, (ii) restricting the amount of use permitted, (iii) restricting or terminating any user’s right to use the Services and (iv) changing any feature or functionality provided by the Services. You agree that any termination or cancellation of your access to, or use of, the Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services.
All Adio services are provided for informational purposes only and are not intended to diagnose any medical or healthcare condition, replace the advice of a registered healthcare professional, or provide any medical advice, opinion, diagnosis, treatment or guarantee. Use of Adio services does not create a doctor-patient relationship. Use of the website is solely at your own risk.
We do not permit individuals under 18 years of age to become registered users of our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions, and to abide by the terms and conditions of these Terms & Conditions.
4. SUBSCRIPTIONS; BECOMING A SERVICE USER (ADIO MEMBER)
Our Services may consist of a time limited Free Trial Service before becoming a paid membership. The same access is granted to review information to all members. Webinars can only be set up by a member once that member has been active for a period of over one month and has been graded suitable for doing so at our discretion. This access can be revoked by us at any time with no notice given.
We reserve the right to eliminate or modify any or all of the functionality of the Free Trial Service at any time without any prior notice to you.
For all members, you are responsible for all charges and fees associated with connecting to and using the Website and/or any Mobile App, including without limitation all telephone access lines (including mobile data and data roaming charges, when applicable), telephone and/or internet service provider fees, telephone and computer equipment, sales taxes, and any other fees and charges necessary to access our Website and/or Mobile App.
5. FEES, RENEWAL, CANCELLATIONS & REFUND POLICIES
If you are a subscriber to our Service, you further agree as follows:
Agreement to Pay
Our Founding Members are early subscribers who have been granted access to the site at our ‘soft launch’ and will pay no fee for using our services. This access is discretionary to Adio Health Limited in return for feedback, surveys and site help. This membership can be revoked by the company for any reason at any time. If the member suspends or cancels their account for any reason and subsequently re-joins then they are liable for the subscription fee or offers on the day of re-joining – no previous offers can be used.
This is a discounted price available for students, pensioners and/or at the discretion of the company. Misuse of this service, or if you are found ineligible at any time for this discount, the company retains the right to cancel your subscription immediately. You will be responsible for the fixed and periodic charges and fees (including prepayment plan fees or recurring monthly fees) you selected at the time of subscription. Applicable taxes, and other charges and fees incurred in order to access the Service may also apply.
If you are a Standard Member subscriber to our Service not within a free trial period, you will be responsible for the fixed and periodic charges and fees (including prepayment plan fees or recurring monthly fees) you selected at the time of subscription. Applicable taxes, and other charges and fees incurred in order to access the Service may also apply.
Corporate memberships are generally purchased by third-party commercial customers (“Corporate Customers”) for a specified period, and a Corporate Customer will generally provide you with a unique activation code that will allow you to access all Service features purchased by such Corporate Customers for a specified period. In such instance, your access to the Service has been paid for by our Corporate Customer, and you will be able to use any Service features until the expiration of a specified term agreed between Adio Health Limited and such Corporate Customer. All members must adhere to the same Terms & Conditions and Code of Conduct of our Website.
Unless you are a Founding Member or Services have been paid for by one of our Corporate Customers, your membership will automatically be extended for successive renewal periods monthly or of the same duration selected at the time of your purchase, at the then-current non-promotional subscription rate.
Until you cancel, we will charge or debit your payment method at the beginning of your subscription. Your non-cancellation of the Services or continued use of the subscription features will reaffirm that we are authorised to charge you. If your credit or debit account has been closed or your payment method is otherwise invalid, your subscription may not renew and your subscription may automatically be cancelled effective as of the end of your current billing cycle.
The renewal charge will generally be the same as the prior period’s charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above.
If (i) you purchased a multiple-period prepayment plan or (ii) you were eligible for a promotional rate but are no long eligible for that rate, then your subscription will be offered to renew at our then-current non-promotional subscription rate at the start of the renewal period. If you wish to renew and we are currently offering promotional rates at such time, you must renew your subscription prior to the termination of your current plan. If you fail to renew your subscription for any Services before its scheduled expiration date, the then-current non-promotional subscription rate will apply.
Cancellation of Service Subscription
Any free trial will automatically convert into a paid subscription at the end of the stated trial period and at the rate agreed on the initial sign-up date. By signing up to any free trial membership, you are authorising Adio Health Limited to convert your membership to a paid subscription if you do not cancel within the free trial period. You can cancel your Subscription at any time for any reason in the ‘My Account’ area.
If you terminate your paid subscription Service, your subscription will remain active until the end of your then-current subscription period. Data is retained after cancellation for a period of six (6) days. If you sign back up for Services after that timeframe, your previous data will not be available.
No Refund Policy
All fees and charges are non-refundable.
If you choose to cancel your subscription within your trial period, you will not be charged for the subscription. Your Services will expire at the end of the free trial period.
If you terminate your paid subscription for our Services after the trial period, your subscription will remain active until the end of your subscription period, and no subsequent charges will be processed.
Membership through Corporate Customers
The Corporate Customer paying for your Corporate Member Service subscription controls a financial account (which may be different from your personal account) and may terminate your access to our Services at any time, for instance if you were to leave their employ. Any Corporate Customer whilst being liable to pay for your subscription will have no access to any of your data on the website.
You agree that we will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services that were originally provided to you by such Corporate Customer. If you had Corporate Service subscriptions paid through a Corporate Customer but you are no longer eligible to receive such benefit from the Corporate Customer, it is also possible that your Corporate Service account will terminate with us, and you will have to sign up for a new account personally.
We reserve the right to revise the terms of the fee charge, cancellation and refund policies, upon reasonable advance notice communicated to you through a posting on our Website and/or any Mobile App or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). Any changes made will apply to all memberships created or renewed after the date such change was implemented.
6. USER ACCOUNT AND SECURITY
In connection with your use of certain features of the Services, you will be required to complete a registration form. You represent and warrant that all user information you provide on the registration form or otherwise in connection with your use of the Services will be current, complete and accurate.
As a registered user of the Services, you are entirely responsible for maintaining the confidentiality of your user account information. You may not use the account or username of any other member at any time. You must notify us immediately in the event of any known or suspected unauthorised use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your or anyone else’s user account information.
You are also entirely responsible for any and all activities which occur under your user account. We will not be liable for any loss that you incur as a result of someone else using your account, either with or without your knowledge. You may also be held liable for any losses incurred by Adio Health Limited, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account.
As a subscriber to our Services, you further agree as follows:
One Account Per User
You agree not to register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on our Website. If your registration or subscription is revoked for any reason (other than in cases where you are switching over from a family plan or corporate plan to personal plan or vice versa), you agree not to register or subscribe again with our Services using another username or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without giving any notice to you, or to exercise any other remedies available to us under these Terms & Conditions or by law.
7. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM ADIO HEALTH LIMITED
In using the Services, you may receive periodic electronic communications from Adio Health Limited regarding our Services, such as new product offers and other information regarding the Website and/or any Mobile App which might be of interest. You can opt-out of receiving these service announcements at any time by (a) following the unsubscribe instructions contained in each message; or (b) changing the messaging preferences in your account.
You may also receive periodic promotions and other offers or materials that Adio Health Limited believes might be of interest to you. You can opt-out of receiving these promotional messages at any time by (a) following the unsubscribe instructions contained in each message; or (b) changing the messaging preferences in your account.
Corporate Service Communications
Withdrawing Your Consent
If you later decide that you do not want to receive future Communications electronically, please send an email to firstname.lastname@example.org or a letter to Adio Health Limited, Attention: Customer Service, Adio Health Limited, First Floor, Swan Buildings, 20 Swan Street, Manchester, M4 5JW. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms & Conditions provided to, and electronically signed by, you prior to the effective date of your withdrawal. If you withdraw your consent to receive Communications electronically, we may terminate your account and/or access to the Service (or any part thereof).
8. PUBLIC FORUM; INFORMATION PROVIDED BY MEMBERS
Adio Health Limited Community Groups
As a subscriber to our Services, you are automatically invited to join and participate in group discussions (“Adio Group”) with other Services users who may be designated as Adio Group facilitators by Adio Health Limited (such a person or persons are collectively known as the “Facilitators”) as well as a coach, who may be an employee or contractor of Adio Health Limited, personnel from an unaffiliated third party service provider or personnel from, or designated by, our Corporate Customer (such person, a “Coach”). Adio is a Public Forum, and by using the Adio, you may receive electronic communications, including group chat messages and/or private messages from Coaches, Facilitators and other Adio members who are members of the same Adio Group. Adio members can see your user id and the public profile information which you choose to disclose, but will not see your email address or hidden information. If you do not wish to receive messages from other members, you should opt out of Adio messages. Whether you transmit any user content via private messaging or a group chat feature, you agree to abide by our community standards and conduct guidelines at all times. You further acknowledge that by providing you with the ability to distribute User Content in the discussion forums, we are acting as a passive conduit for such distribution, and we are not undertaking any obligation or liability relating to any User Content or activity in any Public Forum, nor do we endorse any such User Content or activity. Although we reserve the right to monitor some, all, or no areas of the Services (including any discussion forums groups and webinars) for adherence to the community standards and conduct guidelines set forth above, and to remove, without notice, any User Content for any reason, we have no obligation to review Content prior to the Content’s posting or to delete User Content that you may find objectionable or offensive. Adio Health Limited disclaims any perceived, implied or actual duty to monitor public forums and specifically disclaims any responsibility or liability for information provided thereon.
Public Profile; Information Provided by Members
In order to join Adio or access similar services that provide Public Forums or interactions with other members, you are required to create a public profile, which may contain certain identifying information (such as age, profile photos, location, etc.) This information is your choice to show publicly or to hide from other members where possible to do so. In addition, members have the option to post photographs, messages, videos and other information on their public profiles.
Adio Health Limited relies on its members to provide current and accurate information, and Adio Health Limited reserves the right to investigate information contained in member public profiles. Accordingly, we must assume that information contained in each member public profile is current and accurate.
Adio Health Limited does not represent, warrant or guarantee the currency or accuracy of public profile information, and hereby disclaims all responsibility and liability for any information provided by members by means of public profiles or otherwise in connection with their use of the services.
9. LIMITED LICENSE
Subject to your continued compliance with the Terms & Conditions, including without limitation the timely payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access and use our Services (whether through the Website or by downloading and installing any Mobile App, including any updates and bug fixes).
Your use is limited for your personal, non-commercial use only.
The Services, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Adio Health Limited.
Furthermore, except for the limited rights granted in this Section, you will not (and will not encourage or assist any third party to): (i) modify, alter, tamper with, repair or otherwise create derivative works of the Services or any software or technology included in or used or distributed by Adio Health Limited to provide the Services; or (ii) reverse engineer, disassemble or decompile the Services, or attempt to discover or recreate the source code for the Services.
10. RESTRICTIONS ON USE OF CONTENT
You acknowledge that our Services contain content, information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials, including nutritional information contributed to One Health (hereinafter defined) (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United Kingdom copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on the Services are trademarks of their respective owners. The name Adio (hereinafter defined) are the trading name and the registered trademark and service mark of Adio Health Limited.
Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on our Services. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part.
When Content is downloaded to your computer, phone, tablet or any other mobile device, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other applications or networked computer environment, is strictly prohibited unless you receive our prior written consent.
We may at any time suspend your use of the Services and/or remove or disable any Content as to which we reasonably and in good faith believe is in violation of any of these Terms & Conditions. We will provide you with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case we will notify you to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.
11. ONE HEALTH AND DISCLAIMER
Adio Health Limited does not (i) guarantee the accuracy, completeness, or usefulness of any nutritional information published anywhere in One Health including our central zone (The Hub), any of our eight health zones and/or Adiopedia; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any such nutritional information. Under no circumstances will Adio Health Limited be responsible for any loss or damage resulting from your reliance on nutritional information.
You are solely responsible for ensuring that any nutritional information in the Content is accurate, complete and useful. Nutritional information may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Adio Health Limited.
12. USER CONTENT
“User Content” is any content, materials or information (including, without limitation, any text, information, graphics, messages, photos, images, nutritional information contributed, webinars, group chat and works of authorship kind), data, questions, comments, suggestions or other content, including personally identifiable information that you upload, send, email, display, perform, distribute, post or otherwise transmit to us, at our request or on your own, on, or through the Services (such as message boards, recipe logging), whether in connection with your use of the Services or through the use of any Third Party Websites or Third Party Services or otherwise, and whether publicly posted or privately transmitted.
You represent and warrant that, when using the Services, you will obey the law and respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights, or rights or publicity or privacy, or in violation of any applicable law or regulation. You shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by your use of the services. You bear the sole burden of proving that content, information or other materials do not violate any laws or third-party rights.
Grant of License
You hereby grant Adio Health Limited, its directors, officers, employees, agents, affiliates, representatives, service providers, partners, sublicensees (collectively, the “Adio Parties”) a royalty-free, perpetual, irrevocable, sublicensable, assignable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, transmit, edit, reformat, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform, display and otherwise use any User Content (in whole or in part without the use of your name) worldwide and/or to incorporate the User Content in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such User Content.
You hereby represent and warrant that you own all rights, title and interest in and to User Content or are otherwise authorised to grant the rights provided to the Adio Parties under this section. You also warrant that, to the extent you are not the exclusive holder of all Rights in a User Content, any third-party holder of any Rights, including moral rights in such User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
We are not responsible for maintaining a copy of any material we remove from our Services, and we are not liable for any loss you incur in the event that Content you post or transmit to our Services is removed.
Adio Health Limited reserves the right to (i) remove, suspend, edit or modify any User Content in its sole discretion at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Adio Health Limited is concerned that you may have violated these Terms & Conditions), or for no reason at all and (ii) to remove, suspend or block any User Content. Adio Health Limited also reserves the right to access, read, preserve, and disclose any information as Adio Health Limited reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms & Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Adio Health Limited, its users and the public.
You acknowledge that all User Content is the sole responsibility of the person who made such User Content. This means that you are entirely responsible for all User Content that you post, email or otherwise transmit to the Website, Mobile App and the Services. We do not control the User Content posted, emailed or otherwise transmitted on our Services by others and, as such, we do not guarantee the accuracy, integrity or quality of such User Content. Although we have adopted community standards and conduct guidelines for the users of the Services (as described below), you understand that by using the Services, you may be exposed to User Content that is offensive or objectionable.
Adio Health Limited disclaims any perceived, implied or actual duty to monitor user content, and specifically disclaims any responsibility or liability for information provided herein. Under no circumstances will we be liable in any way for any user content (other than for content developed by us), including, but not limited to, for any errors or omissions in any user content, or for any loss or damage of any kind incurred as a result of the use of any user content posted, emailed or otherwise transmitted to or through the services.
13. THIRD-PARTY WEBSITE CONTENT
Certain Content provided on the Website and/or Mobile App might include links to websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Adio Health Limited and some of whom may not. We do not have control over the content and performance of Third-Party Websites.
Adio Health Limited has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on or through third-party websites and does not endorse (and is not responsible or liable for) any content, advertising, products, or other materials on or available from such third-party websites. Accordingly, Adio Health Limited does not represent, warrant or endorse any third-party website, or the accuracy, currency, content, fitness, lawfulness or quality of the information material, goods or services available through third-party websites. Adio health Limited disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of or reliance on, any content, advertisements, products or other resources available on any third-party websites (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources).
You agree that, when linking to or otherwise accessing or using a third-party website, you are responsible for: (i) taking precautions as necessary to protect you and your computer systems from viruses, worms, trojan horses, malicious code and other harmful or destructive content; (ii) any downloading, use or purchase of material that is obscene, indecent, offensive, or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical mistakes and other errors; (iii) any downloading, use or purchase of material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or that is subject to additional terms and conditions, stated or unstated; (iv) all financial charges or other liabilities to third parties resulting from transactions or other activities; and (v) reading and understanding any terms and conditions of use or privacy policies that apply to those third-party websites.
14. COMMUNITY STANDARDS AND CONDUCT GUIDELINES
You agree that you will not (and/or will not use the Website, any Mobile App and/or any part of our Services to):
Upload, post, email or otherwise transmit any User Content or other materials that:
(i) are unlawful, harmful, threatening, abusive, harassing, inflammatory, tortious, defamatory, vulgar, libellous, slanderous, discriminatory, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable (in our sole discretion);
(ii) contain adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity or graphic violence;
(iii) incite or encourage criminal or terrorist activities or physical harm against another;
(iv) exploit political agendas or “hot button” issues for commercial use; or that contain hate speech based upon the race, sex, national original, religious affiliation, marital status, sexual orientation, gender identify, or language of an individual or group;
(v) are not your own, or that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(vi) infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party or that are deceptive, misleading or fraudulent or that may otherwise be unlawful or give rise to civil or criminal liability;
(vii) are unauthorised advertising, promotional materials, “junk mail,” “spam,” “phishing,” “chain letters,” “pyramid schemes,” or any other form of solicitation, opinions or notices, commercial or otherwise;
(viii) contain software viruses, spyware, adware, worms, or any other computer malware or malicious code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(ix) harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
(x) advertise or otherwise solicit funds or constitute a solicitation for goods or services;
(xi) impersonate any person or entity, including, but not limited to any user of the Services, a director, officer, employee, shareholder, agent or representative of Adio Health Limited, our Corporate Customers or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Adio Health Limited, our Corporate Customers or any other person or entity;
(xii) provide false, misleading or inaccurate information to Adio Health Limited or any other member;
(xiii) create more than one unique public profile or register for more than one account except as specifically permitted in these Terms & Services, create an account on behalf of someone else, or create a false or misleading identity on the Services;
(xiv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or other materials transmitted to or through the Services;
(xv) attempt to probe, scan or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorisation;
(xvi) use or affect the Services in any manner that could damage, disable, overburden or impair the Services or its functionality, or disrupt the normal flow of dialogue (including, without limitation, “flooding,” “mail bombing,” or “crashing”), or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of the Services;
(xvii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(xviii) intentionally or unintentionally violate any applicable local, national or international law, including, but not limited to, any regulations having the force of law;
(xix) stalk or otherwise harass another user or employee of the Services;
(xx) solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Services, including usernames and/or passwords;
(xxi) access or attempt to access another user’s account without his or her consent;
(xxii) reverse engineer, disassemble or decompile the Website and/or Mobile App, or attempt to discover or recreate the source code for the Website and/or Mobile App, and/or all or any portion of the Services; or
(xxiii) assign, transfer or sublicense your rights as a registered user of the Services.
Your privilege to use the Services (including your ability to contribute to discussions on the Public Forum or communicate with Coaches and/or other users in an Adio Group) depends on your compliance with our community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of the Services and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of these Terms & Conditions, we may terminate, in our sole discretion, your use of, or participation in, any Public Forum or the Services. Any violation of this section may subject you to civil and/or criminal liability.
You agree and understand that you may be held legally responsible for damages suffered by other members or third parties as the result of your remarks, information, feedback or other content posted or made available on the services (including any public forum) that is deemed defamatory or otherwise legally actionable.
Adio Health Limited is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the services.
15. HEALTH AND MEDICAL SERVICE DISCLAIMER
We do not provide professional medical services or advice. The services provided by the website and/or mobile app and/or the Services do not contain or constitute, and should not be interpreted as, medical advice or opinion. No doctor-patient relationship is created. Use of the services is not for medical emergencies. If you think you have a medical emergency, call 999.
No Doctor-Patient Relationship
Any and all services provided by, in and/or through the Services are for informational purposes only. Adio Health Limited is not a medical professional, and Adio Health Limited does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition.
Your use of the services does not create a doctor-patient relationship between you and any Adio parties (including, without limitation, Coaches) or any Adio service users).
You are urged and advised to seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any weight loss effort regimen, physical activities or any other plans that may be referenced, discussed, suggested or offered under the Services.
If you are being treated for an illness, taking prescription medication, or following a therapeutic diet to treat a disease, you are especially encouraged and/or urged to consult with your physician before using the Services. You represent to us (which representation shall be deemed to be made each time you use the Services), that you are not using the Services or participating in any of the activities offered by the Services for purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are at risk of problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Services that is inconsistent with the medical advice from your physician, you should follow the advice of your physician.
Virtual Coaching Service Disclaimer
If you are a Service user, you may have access to personal coaching services (“Virtual Coaching Service”). If you have access to our Virtual Coaching Service, you will be able to interact with a Coach. A Coach will assist his/her users in developing skills to help them achieve their health-related goals. Adio Health Limited may, in its sole discretion, engage or replace any Coach with another without notice to the Virtual Coaching Service users.
The services provided by our Virtual Coaching Service are not medical, mental health or any other type of health service. Our Virtual Coaching Service is not psychotherapy or mental health counselling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The Virtual Coaching Service cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals.
Adio Groups and webinars led by a Coach or Coaches are designed to provide groups and individuals with education, information and personal support from peers and the group leader regarding your health-related issues and goals. Coaches are not allowed to use the Virtual Coaching Service to engage in rendering any type of psychological or healthcare advice for any individual or for his or her particular situation. Under no circumstances will any of your interactions with any Coach or any User of the Services be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever.
You are solely responsible for your interactions with coaches and/or other members when using the services.
16. RISK ASSUMPTION; YOUR INTERACTIONS WITH OTHERS ONTHE WEBSITES AND/OR MOBILE APPS
Adio Health Limited expressly disclaims any and all liability that may arise from or in connection with your use of the Services and participation in any other activities offered in the Services, including, without limitation, your participation in any Group or your interactions with any Facilitators or Coaches. You knowingly and freely assume all risk when using the Services.
You are solely responsible for your interactions with other Members. You acknowledge and understand that we are not obligated in any way to (a) screen our members, (b) inquire into the backgrounds of our members, or (c) review or verify the statements of our members, including without limitation information or representations contained in public profiles. You hereby agree to exercise reasonable precaution in all interactions with other members, particularly if you decide to meet another member in person. Adio Health Limited does not represent, warrant, endorse or guarantee the conduct of its members or their compatibility with you.
17. DISCLAIMERS OF WARRANTIES
Adio Health Limited, on behalf of itself and its affiliates and any of its or their respective third-party service providers, licensors and suppliers, hereby disclaims all warranties. The products, offerings, content and materials provided in the Services are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permitted by law, Adio Health Limited, on behalf of itself and its affiliates and any of its or theirs respective third-party service providers, licensors and suppliers, disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, title, compatibility, security, accuracy or non-infringement. Neither Adio Health Limited, or any of its affiliates, nor any of its or theirs respective licensors, licensees, service providers or suppliers warrant that the applications or any function contained in the applications will be uninterrupted or error-free, that defects will be corrected, or that the applications or the servers that make the applications available are free of viruses or other harmful components.
Any product, offering, content and material downloaded or otherwise obtained through the use of the services is provided at your sole risk, and you will be solely responsible for any damage to your computer system or devices or loss of data that results from the download of any such product, offering, content or material.
Neither Adio Health Limited, nor any of our affiliates, nor any of our or their respective licensors, licensees, business customers, service providers or suppliers warrant or make any representations regarding the use or the results of the use of the products, offerings, content and materials in the services in terms of their correctness, accuracy, reliability, or otherwise.
No advice or information, obtained by you from our personnel or through the services shall create any warranty not expressly provided for in these Terms & Conditions.
18. THIRD-PARTY PRODUCTS, SERVICES AND DATA COLLECTION
Certain features, aspects, software products and services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services” as provided by “Third-Party Service Providers”). In order to use Third-Party Services, you may be required to enter into additional terms and conditions with Third-Party Service Providers. Our Terms & Conditions apply only to the Services, and not to the apps of any other person or entity, and your right to use such Third-Party Software as part of the Services is subject to and governed by the terms and conditions of the third party license applicable to such Third-Party Services. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products or other materials on or available from such apps or resources. In the event of a conflict between the terms of these Terms & Conditions and the terms of such third-party licenses, the terms of the third-party licenses shall control with regard to your use of the relevant Third Party Service.
Adio Health Limited disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from (i) your use of or reliance on any content, advertisements, products or other resources available or any such services or resources (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources) or (ii) your information collected or used by third-party service providers.
19. LIMITATION OF LIABILITY
You expressly understand and agree that in no event shall Adio Health Limited, its affiliates or any of its or their respective third-party service providers, licensors and suppliers be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or resulting from, (a) the use of or the inability to use the Services; (b) the use of any Content or other material on the Website, our Mobile App or applications linked to our applications, (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (d) unauthorised access to or alteration of your transmissions or data; (e) statements or conduct of any third party on our services; or (f) any other matter relating to the services.
You, on behalf of yourself, your personal representatives and your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend and indemnify Adio Health Limited, its affiliates and any of Adio Health Limited’s and its affiliate, officers, directors, shareholders, employees, agents, affiliates, representatives, sublicensees, successors and assigns from any and all claims, actions or losses for bodily injury, property damage, wrongful death, emotional distress, loss of services or other damages or harm, whether to you or to third parties, which may result from your use of the services.
The maximum liability of Adio Health Limited and its affiliates and its or their respective third-party service providers, licensors and suppliers to you under all circumstances for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) shall not exceed the amount paid by you, if any, for accessing our Services. If any portion of this limitation of liability is found to be invalid, liability is limited to the fullest extent permitted by law. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the agreement between Adio Health Limited and you. The services would not be provided without such limitations.
Any cause of action by you arising out of or relating to the Services, or these Terms & Conditions must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in these Terms & Conditions.
20. INTELLECTUAL PROPERTY
You acknowledge and agree that the Services and all intellectual property rights associated therewith are, and shall remain, the property of Adio Health Limited (and, where applicable, its licensors). Furthermore, you acknowledge and agree that the source and object code of the Website and/or Mobile App and the format, directories, queries, algorithms, structure and organisation of the Website and/or Mobile App are the intellectual property and proprietary and confidential information of Adio Health Limited and its affiliates, licensors and suppliers. Except as expressly stated in these Terms & Conditions, you are not granted any intellectual property rights in or to the Services by implication, estoppel or other legal theory, and all rights in and to the Services not expressly granted in these Terms & Conditions are hereby reserved and retained by Adio Health Limited.
Adio, Adio.org, Adio Health Limited and the Adio logo (collectively, the “Adio Marks”) are trademarks or registered trademarks of Adio Health Limited. Other trademarks, service marks, graphics, logos and domain names appearing on the Website, Mobile App or in other Content provided to you may be the trademarks of third parties. Neither your use of the Services, nor these Terms & Conditions, grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Adio Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Adio Marks generated as a result of your use of the Services will inure to the benefit of Adio Health Limited, and you agree to assign, and hereby do assign, all such goodwill to Adio Health Limited. You shall not at any time, nor shall you assist others to, challenge Adio Health Limited’s right, title, or interest in or to, or the validity of, the Adio Marks.
Copyrighted Materials; Copyright Notice
All content and other materials available through the Services, including without limitation the Adio Health Limited logo, design, text, graphics, and other files, and the selection, arrangement and organisation thereof, are either owned by Adio Health Limited or are the property of Adio Health Limited’s licensors and suppliers. Except as explicitly provided, neither your use of the Services nor these Terms & Conditions grant you any right, title or interest in or to any such content or materials.
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, terminate the rights of any user to use our Services (or any part thereof) who infringes the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:
a physical or electronic signature of the owner of the copyright or a person authorised to act on behalf of the owner;
identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website and/or Mobile App are covered by a single notification, a representative list of such works);
identification of the material that is claimed to be infringed or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Website and/or Mobile App;
your name, mailing address, telephone number and email address;
a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorised to act on the copyright owner’s behalf.
21. TERM AND TERMINATION
These Terms & Conditions will remain in full force and effect while you use our Services (including our Website and Mobile Apps). We may terminate your use of, or access to, the Service in accordance with these Terms & Conditions.
Effect of Termination; Survival
Termination of these Terms & Conditions automatically terminates all rights and licenses granted to you under these Terms & Conditions, including all rights to use the Services, except that all terms that by their nature may survive termination shall be deemed to survive such termination (including, without limitation, intellectual property, disclaimers, limitations of liability, User Content license, governing law and venue). Subsequent to termination, Adio Health Limited reserves the right to exercise whatever means it deems necessary to prevent your unauthorised use of the Services, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
If we, in our sole discretion, take legal action against you in connection with any actual or suspected breach of these Terms & Conditions, we will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and legal fees incurred as a result of such legal action. The Adio Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of these Terms & Conditions.
22. MISCELLANEOUS TERMS
If any provision of these terms shall be found by a court of competent jurisdiction to be unlawful, invalid, void or voidable, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms & Conditions are the entire agreement between you and us relating to the subject matter herein. We may assign our rights and obligations under these Terms & Conditions. These Terms & Conditions will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms & Conditions, or to exercise any right under the Terms & Conditions, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
23. RESEARCH POLICY
We are committed to validating our approach to lifelong behaviour change using science. We never sell any of your information. By using our services, you are consenting to any or all of Adio Health Limited’s current and future research studies. All information used will be anonymous.