Terms of Use

Terms of Use

Terms of Use

Cualia Website Application

Effective date September 16, 2020

1. Introduction

  1. These terms and conditions shall govern your use of our Cualia Website Application (hereinafter - Cualia).
  2. By using Cualia, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use Cualia.
  3. If you register with Cualia, submit any material to Cualia or use any of Cualia services, we will ask you to expressly agree to these terms and conditions.
  4. You must be at least 18 years of age to use Cualia; by using Cualia or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
  5. We are committed to protecting your privacy. Information collected from you and any individual you provide access to use the service is subject to Cualia’s Privacy Policies. Please read Cualia’s Privacy Policy for more information on the collection and use of your information. We will not sell, share, or rent your personal information to any third party or use your email address for unsolicited mail. Any emails sent by this Company will only be in connection with the provision of agreed services and products.

2. Statutory and regulatory disclosures

  1. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on Cualia. We recommend that you consider saving a copy of these terms and conditions for future reference.
  2. These terms and conditions are available in the English language only.

3. Copyright notice

  1. Copyright (c) 2024 Cualia Limited.
  2. Subject to the express provisions of these terms and conditions:
    • we, together with our licensors, own and control all the copyright and other intellectual property rights in Cualia and the material on Cualia; and
    • all the copyright and other intellectual property rights in Cualia and the material on Cualia are reserved.

4. Licence to use Cualia

  1. You may:
    • view pages from Cualia;
    • download pages and files from Cualia;
    • print pages from Cualia;
    • stream audio and video files from Cualia; and
    • use by means of a web browser, subject to the other provisions of these terms and conditions.
  2. Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from Cualia or save any such material to your computer.
  3. You may only use Cualia for your business purpose, and you must not use Cualia for any other purposes.
  4. Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on Cualia.
  5. Unless you own or control the relevant rights in the material, you must not:
    • republish material from Cualia (including republication on another Cualia);
    • sell, rent or sub-license material from Cualia.
  6. Notwithstanding Section 4.5, you may redistribute our newsletter in print and electronic form to any person.
  7. We reserve the right to restrict access to areas of Cualia, or indeed our whole Cualia, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on Cualia.

5. Acceptable use

  1. You must not:
    • use Cualia in any way or take any action that causes, or may cause, damage to Cualia or impairment of the performance, availability or accessibility of Cualia;
    • use Cualia in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
    • use Cualia to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
    • conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to Cualia without our express written consent;
    • access or otherwise interact with Cualia using any robot, spider or other automated means, except for the purpose of search engine indexing;
    • violate the directives set out in the robots.txt file for Cualia; or
    • use data collected from Cualia for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing);
    • insert identifiable private patient information, includes common identifiers such as full name, date of birth, street or email address, and biometric data.
  2. You must not use data collected from Cualia to contact individuals, companies or other persons or entities.
  3. You must ensure that all the information you supply to us through Cualia, or in relation to Cualia, is true, accurate, current, complete and non-misleading.

6. Use on behalf of organisation

  1. If you use Cualia or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
    • yourself; and
    • the person, company or other legal entity that operates that business or organisational project, to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity.

7. Registration and accounts

  1. To be eligible for an account on Cualia under this Section 7, you must be at least 18 years old.
  2. You may register for an account with Cualia by completing and submitting the account registration form on Cualia, and clicking on the verification link in the email that Cualia will send to you.
  3. You must not allow any other person to use your account to access Cualia.
  4. You must notify us in writing immediately if you become aware of any unauthorised use of your account.

8. User login details

  1. If you register for an account with Cualia, we will provide you with access through your registered email account or through a secure sign in procedure.
  2. Your user ID must not be liable to mislead and must comply with the content rules set out in Section 14; you must not use your account or user ID for or in connection with the impersonation of any person.
  3. You must keep your password confidential.
  4. You must notify us in writing immediately if you become aware of any disclosure of your password.
  5. You are responsible for any activity on Cualia arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

9. Cancellation and suspension of account

  1. We may:
    • suspend your account;
    • cancel your account; and/or
    • edit your account details, at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
  2. You may cancel your account on Cualia using your account control panel on Cualia. You will not be entitled to any refund if you cancel your account in accordance with this Section 9.2.

10. Subscriptions

  1. To become a subscriber to our services, you must pay the applicable subscription fees after you have registered for an account with Cualia. We will send you an acknowledgement of your order. If your order is accepted, we will send you an order confirmation, at which point the contract between us for the supply of the Cualia services shall come into force.
  2. You will have the opportunity to identify and correct input errors prior to making your order by describing the process.
  3. For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified on Cualia in relation to your subscription type.
  4. We may from time to time vary the benefits associated with a subscription feature updates or considerable issues with functionality by giving you written notice of the variation, providing that if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.
  5. At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically renewed and you must pay to us the applicable subscription fees, unless you cancel the subscription using the cancellation facility on Cualia before the date of renewal.

11. Fees

  1. The fees in respect of Cualia services will be as set out on Cualia from time to time.
  2. All amounts stated in these terms and conditions or on Cualia are stated exclusive of VAT.
  3. You must pay to us the fees in respect of Cualia services in advance, in cleared funds, in accordance with any instructions on Cualia.
  4. We may vary fees from time to time by posting new fees on Cualia, but this will not affect fees for services that have been previously paid.
  5. If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
  6. If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
    • an amount equal to the amount of the charge-back;
    • all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
    • an administration fee of $30 including VAT; and
    • all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 11.6 (including without limitation legal fees and debt collection fees), and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 11.6.
  7. If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
  8. We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
‣

12. Information disclaimer

  1. Our website does not contain any protected health information.
  2. Data reports generated by our website using unidentifiable information is not medical advice and should not be treated as such. Data reports consist of statistical results used for evaluating medical instrumentation performance are provided without any representations or warranties, express or implied.
  3. Without limiting the scope of Section 12.1, we do not warrant or represent that the data report on this website:
    • will be constantly available, or available at all; or
    • is true, accurate, complete, current or non-misleading.
  4. Any assistance you may receive using any of our website's interactive features does not constitute specific advice and accordingly should not be relied upon without further independent confirmation.

13. Your content: license

  1. In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or Cualia for storage or publication on, processing by, or transmission via, Cualia.
  2. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.
  3. You grant to us the right to sub-license the rights licensed under Section 13.2.
  4. You grant to us the right to bring an action for infringement of the rights licensed under Section 13.2.
  5. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
  6. You may edit your content to the extent permitted using the editing functionality made available on Cualia.
  7. Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

14. Your content: rules

  1. You warrant and represent that your content will comply with these terms and conditions.
  2. Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
  3. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
    • be libellous or maliciously false;
    • be obscene or indecent;
    • infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
    • infringe any right of confidence, right of privacy or right under data protection legislation;
    • constitute negligent advice or contain any negligent statement;
    • constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
    • be in contempt of any court, or in breach of any court order;
    • be in breach of racial or religious hatred or discrimination legislation;
    • be blasphemous;
    • be in breach of official secrets legislation;
    • be in breach of any contractual obligation owed to any person;
    • depict violence in an explicit, graphic or gratuitous manner;
    • be pornographic, lewd, suggestive or sexually explicit;
    • be untrue, false, inaccurate or misleading;
    • consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
    • constitute spam;
    • be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
    • cause annoyance, inconvenience or needless anxiety to any person;
    • consist of medical or health information.
  4. Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
  5. You must not use Cualia to link to any Cualia or web page consisting of or containing material that would, were it posted on Cualia, breach the provisions of these terms and conditions.
  6. You must not submit to Cualia any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
  7. You must ensure that your content, and the use of that content in accordance with these terms and conditions, does not constitute:
    • a financial promotion, an advertisement for any particular investment or investment business, or an invitation or inducement to engage in investment activity;
    • investment advice, including advice on the merits of buying, selling, subscribing for, underwriting or exercising rights in relation to a particular security or investment;
    • the making of an arrangement for another person to buy, sell, subscribe for or underwrite a security or investment; or
    • any financial service or activity regulated or controlled by or pursuant to financial services law or any other applicable law.
  8. You must disclose any material interest you or your associates may have relating to your content when submitting your content.

15. Report abuse

  1. If you learn of any unlawful material or activity on Cualia, or any material or activity that breaches these terms and conditions, please let us know.
  2. You can let us know about any such material or activity by email.

16. Limited warranties

  1. We do not warrant or represent:
    • the completeness or accuracy of the information published on Cualia;
    • that the material on Cualia is up to date; or
    • that Cualia or any service on Cualia will remain available.
  2. We reserve the right to discontinue or alter any or all of Cualia services, and to stop publishing Cualia, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any Cualia services, or if we stop publishing Cualia.
  3. To the maximum extent permitted by applicable law and subject to Section 17.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, Cualia and the use of Cualia.

17. Limitations and exclusions of liability

  1. Nothing in these terms and conditions will:
    • limit or exclude any liability for death or personal injury resulting from negligence;
    • limit or exclude any liability for fraud or fraudulent misrepresentation;
    • limit any liabilities in any way that is not permitted under applicable law; or
    • exclude any liabilities that may not be excluded under applicable law.
  2. The limitations and exclusions of liability set out in this Section 17 and elsewhere in these terms and conditions:
    • are subject to Section 17.1; and
    • govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
  3. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
  4. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
  5. We will not be liable to you in respect of any loss or corruption of any data, database or software.
  6. We will not be liable to you in respect of any special, indirect or consequential loss or damage.
  7. We will not be liable to you in respect of any personal personal information violations for negligence done by you.
  8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with Cualia or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

18. Indemnity

  1. You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of Cualia or any breach by you of any provision of these terms and conditions.

19. Breaches of these terms and conditions

  1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
    • send you one or more formal warnings;
    • temporarily suspend your access to Cualia;
    • permanently prohibit you from accessing Cualia;
    • block computers using your IP address from accessing Cualia;
    • contact any or all of your internet service providers and request that they block your access to Cualia;
    • commence legal action against you, whether for breach of contract or otherwise; and/or
    • suspend or delete your account on Cualia.
  2. Where we suspend or prohibit or block your access to Cualia or a part of Cualia, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

20. Third party websites

  1. Cualia includes hyperlinks to other sites Cualias owned and operated by third parties; such hyperlinks are not recommendations.
  2. We have no control over third party websites Cualia and their contents, and subject to Section 17.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

21. Affiliate

  1. As an authorized independent affiliate (hereinafter “Affiliate”) of Cualia, you agree to abide by these Section 21. Your participation in the affiliate program is solely to legally advertise our App to receive a commission on memberships purchased by individuals referred to Cualia by your own website or personal referrals. By signing up for the Cualia Affiliate Program (hereinafter “Program”), you indicate your acceptance of this Agreement and its terms and conditions.
  2. Cualia reserves the right to approve or reject any Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.
  3. Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 100 days.
  4. Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
    • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
    • Spamming (mass email, mass newsgroup posting, etc.).
    • Advertising on sites containing or promoting illegal activities.
    • Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement.
    • Violation of intellectual property rights. Cualia reserves the right to require license agreements from those who employ trademarks of Cualia in order to protect our intellectual property rights.
    • Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with Cualia, however, is acceptable.
    • Self referrals, fraudulent transactions, suspected Affiliate fraud.
    • In addition to the foregoing, Cualia reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.
  5. Cualia will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
  6. Cualia does not make any expressed or implied warranties with respect to the Program and/or the memberships sold by Cualia. Cualia makes no claim that the operation of the Program and/or our website(s) and App will be error-free and we will not be liable for any interruptions or errors.

22. Variation

  1. We may revise these terms and conditions from time to time.
  2. The revised terms and conditions shall apply to the use of Cualia from the date of publication of the revised terms and conditions on Cualia, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
  3. If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on Cualia, and you must stop using Cualia.

23. Assignment

  1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
  2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

24. Severability

  1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
  2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

25. Third party rights

  1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
  2. The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

26. Entire agreement

  1. Subject to Section 26.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of Cualia and shall supersede all previous agreements between you and us in relation to your use of Cualia.

27. Law and jurisdiction

  1. These terms and conditions shall be governed by and construed in accordance with Hong Kong law.
  2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

28. Our details

  1. This Cualia is owned and operated by Cualia Limited.
  2. We are registered in Hong Kong under registration number 2975220, and our registered office is at Office 2101, 21st Floor, Euro Trade Centre 13-14 Connaught Road Central, Hong Kong.
  3. You can contact us by email, using support@cualia.io.