TERMS OF SERVICE

Thank you for using FITWEL. By using FITWEL, you agree to our Terms of Service, which is a legal agreement. If you are using FITWEL for an organization, you are agreeing on behalf of that organization. Our Terms of Service apply to your use of our Site and Services.


1. DEFINITIONS

1.1 “CfAD,” “we,” “our,” or “us,” refers to the Center for Active Design, Inc., and its employees, directors, officers, affiliates, and subsidiaries.

1.2 “You” or “your” refers to the person or entity that’s registered with us to use FITWEL.

1.3 When we refer to the “Site,” we mean our web site located at fitwel.org, including all subdomains and sites associated with those domains, and other web sites that we operate now and in the future.

1.4 When we say “Services,” we mean our Site, applications, our content, and various third-party services that make up FITWEL.

1.5 “FITWEL” refers to the Site and Services collectively.

1.6 “Information,” means all of the different forms of data that you provide to us and that we collect from you from your use of the Services, your software, and your devices.


2. BASIC TERMS

2.1 To use FITWEL, you must be at least eighteen (18) years of age and agree to these Terms. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

2.2 If you break any of your promises above or any of the rules in these Terms, we may terminate your account. Your actions may also subject you to legal consequences.

2.3 As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited privilege to use FITWEL.


3. CONTENT OF THE SERVICES

3.1 You acknowledge that the Services contain “Content,” which collectively refers to any of the following owned by Us or certain third parties as specified hereunder: any text, graphics, images, information, software, audio and video clips, links, logos, icons, and other material, including but not limited to proprietary and confidential information, copyrights, patents, trade secrets, trade dress, service marks and trademarks, including the CfAD Trademarks and the FITWEL Trademarks (as defined below).


4. FEES

4.1 Certain Services (“Premium Services”) provided by CfAD require payment before you can access them, including registration of individual properties and sites and certification of individual properties and sites. The fees for Premium Services may vary from time to time and the most current fee structure can be obtained by contacting info@fitwel.org, or looking at www.fitwel.org.

4.2 You have up to three (3) years from the date that a certification payment is made to submit a project for certification. If you do not submit the project for certification within the three-year time frame, we may consider the certification payment to be forfeited.

4.3 Fees paid for Premium Services are non-refundable.


5. PRIVACY

5.1 Any information that you provide to CfAD is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by CfAD. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your CfAD account, which you may not be able to opt-out from receiving.


6. INTELLECTUAL PROPERTY

6.1 All right, title, and interest in and to the Services are and will remain the exclusive property of CfAD and its licensors. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of FITWEL, our Services, or our Content on the Site without our written permission.

6.2 You own your content. We do not represent any ownership or claim any intellectual property rights over the information that you provide or that is provided to us.

6.3 You shall grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into FITWEL or otherwise use any suggestions, enhancement requests, recommendations or other feedback that we receive from you or your agents.

6.4 The trademarks, service marks, and logos of CfAD (the “CfAD Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of CfAD. The trademarks, service marks, and logos related to FITWEL, including the FITWEL logo and the FITWEL word mark (the “FITWEL Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of U.S. Department of Health and Human Services. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with CfAD Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the CfAD Trademarks inures to our benefit.


7. RESTRICTIONS ON CONTENT AND USE OF THE SERVICES

7.1 You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, CfAD's computer systems, or the technical delivery systems of CfAD's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by CfAD (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with CfAD; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

7.2 You agree to retain all copyright and other proprietary notices contained in the original Content on any copy You make of such material. You may not sell or modify Our Content or reproduce, display, distribute, or otherwise use the Content in any way for any public or commercial purpose. The names, marks and logos included in the Content are, unless otherwise noted, registered and/or common law trademarks owned by or licensed to Us. Marks not belonging to Us belong to their respective third party owners and We claim no rights in them. The use of these marks or the Content, except as provided in these Terms, is prohibited.

7.3 We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, 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 CfAD, its users and the public. CfAD does not disclose personally identifying information to third parties except in accordance with our Privacy Policy.


8. REPRESENTATIONS AND WARRANTIES

8.1 To the maximum extent permitted by law, we provide FITWEL on an “as is” and “as available” basis, which means we don’t provide warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and to any warranties that (i) FITWEL will meet your specific requirements, (ii) FITWEL will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of FITWEL will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through FITWEL will meet your expectations, and (v) any errors in FITWEL will be corrected.


9. LIMITATION OF LIABILITY

9.1 To the fullest extent permitted by law, you assume full responsibility for and we disclaim liability to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we had been advised of the possibility of such damages.

9.2 We disclaim any and all liability for the acts, omissions, and conduct of any third parties related to your use of FITWEL and any linked sites and services. Your sole remedy against us for dissatisfaction with FITWEL is to stop using FITWEL. This limitation of relief is a part of the bargain between you and us. The preceding disclaimer applies to any damages, liability, or injuries whether for breach of contract, tort, negligence or any other cause of action.

9.3 If, notwithstanding the other provisions of the Terms, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any of our Services, our liability shall not exceed what you paid us for the Services in the previous month. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.


10. INTERNATIONAL USERS

10.1 The Services are controlled, operated and administered by CfAD from its offices within the United States. CfAD makes no representation that the Services are appropriate or available for use at other locations outside the United States, and access to the Services from territories where the Services are illegal is prohibited. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws.


11. INDEMNIFICATION

11.1 You agree to indemnify and hold us harmless from any and all demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or in connection with your use of FITWEL. We shall provide notice to you of any such Claim and shall assist you, at your expense, in defending any such Claim. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.


12. ENDING THESE TERMS

12.1 We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.


13. WAIVER AND SEVERABILITY

13.1 Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.


14. CONTROLLING LAW AND JURISDICTION

14.1 You agree that all matters relating to your access to or use of FITWEL, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

14.2 In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Site or Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

14.3 If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto 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).


15. ENTIRE AGREEMENT

15.1 If a written Memorandum of Understanding was agreed-upon between you and CfAD, these Terms are subject to that Memorandum of Understanding. Any Memorandum of Understanding, these Terms, and our Privacy Policy are the entire and exclusive agreement between CfAD and you regarding the Services (excluding any services for which you have a separate agreement with CfAD that is explicitly in addition or in place of these Terms), and, with the exception of any Memorandum of Understanding, these Terms supersede and replace any prior agreements between CfAD and you regarding the Services.


16. AMENDMENTS AND CHANGES TO FITWEL

15.1 The Services and the Site are always evolving and the form and nature of the Services and the Site that CfAD provides may change from time to time without prior notice to you. In addition, CfAD may stop (permanently or temporarily) providing the Services (or any features within the Services) or the Site to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

15.2 We may also revise these Terms from time to time, the most current version will always be at fitwel.org. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services.

15.3 If you do not wish to be bound by any such revisions to the Terms, you must end these Terms as set forth herein. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.


17. QUESTIONS

15.1 If you have any questions regarding this Terms of Service, please contact us by email at info@fitwel.org, or please write to the following address: Center for Active Design, Inc., 110 Wall Street, New York, New York 10005.