Upper West Spa

Menu

Terms of Use – UWS Services and Website

Effective Date: December 5, 2022

These Terms of Use (the “Terms” or “Agreement“) constitutes a binding agreement between you (“you” or “client“) and Upper West Spa LLC (“UWS”, “we“, “us“, and “our“) with respect to your use of UWS’s website (“Site”), including all information, products and services promoted therein.  UWS provides the Site as a unique centralized network for individuals to learn about the professional psychology services provided by UWS (“Services”).

These Terms apply to your use of this Site and the Services, generally.  It does not apply to the more specific terms of any therapist-patient arrangement that you make with UWS.  Such an arrangement, if any, will be governed by a separate agreement or understanding between you and UWS.

The Site may also be provided as a portal to review, select, and purchase services or products from UWS or its affiliates, and to offer an on-line technology platform and access to and use of UWS’s programs, information, services, and products.  In the future, UWS may elect to provide clients and others with an on-line platform via an UWS account. Before you continue using the Site or the Services, it is important that you review the Terms.

1. Ownership of Site.

The Services and the Site are owned and operated by UWS. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any programs, content or materials on the Site or available through the Services are expressly prohibited without the prior written permission of UWS. All programs, images, media, and content created by UWS (“Content“) are the sole property of UWS. UWS retains ownership and licensing rights to all Content.

2. Acceptance of Terms.

By entering and using the Site or Services, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and UWS that you will use the Services only in a manner consistent with these Terms. Your use of the Site and the Services is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use the Site or Services. Specific pages on the Site may set out additional terms and conditions which, in addition to these Terms, shall be binding upon you with respect to those pages. In the case of inconsistencies between these Terms and information included in other materials which are not agreements (for example, promotional materials and mailers), these Terms will control with respect to the Site and Services. We require that you be 16 years or older to use the Site or Services; if you are under 16 years old, you should not access or use the Site or Services.

3. Privacy Policy.

The UWS Privacy Policy is located here: https://upperwestspa.com/privacy.  The terms and conditions of our Privacy Policy are incorporated into and considered part of these Terms as if fully set forth herein.  We take your privacy seriously, and Our Privacy Policy strives to comply with all applicable data privacy laws including the European General Data Protection Regulations (“GDPR”) and the California Consumer Privacy Act (“CCPA”).

4. Patent Information.

Inventions, features, and services within UWS products, if any, may be the subject matter of future patents or other intellectual property protection.  Such subject matter is also confidential and protected by the Uniform Trade Secrets Act.

5. Service Mark Information.

The following are some of the service marks of UWS: UPPER WEST SPA℠ , UWS℠, and the UWS logos (viewable on the website). UWS’s service marks may be registered in the United States and other countries. UWS reserves all rights with respect to its service marks, trademarks, logos, trade names, trade dress and other indicia (“Marks“). UWS does not routinely accept or review specific requests for guidance on the use of its Marks. Any unauthorized use of a UWS-owned Mark, or any use of a mark that is confusingly similar to, or likely to cause confusion with, a UWS-owned Mark, would constitute infringement of UWS’s exclusive trademark rights.

All brand, product, and service names used on the Site or in these Services which identify UWS or third parties and their products and services are proprietary marks of UWS and/or the relevant third parties. Nothing in the Terms shall be deemed to confer on any person any license or right on the part of UWS or any third party with respect to any such image, logo or name.

6. Copyright Information.

UWS’s services, materials, products, videos, Site content and related materials, if any (collectively, “Materials“) are owned by UWS and/or its licensors, and all rights in such Materials are reserved by UWS and/or its licensors. For information regarding permission to use screen displays, media, and other content, please email a request for UWS’s Permissions Policy to privacy@upperwestspa.com.  In your request please state the reason(s) why you are requesting the information.

7. Notices of Infringement.

Persons who believe that their copyrights have been infringed by UWS’s Site or otherwise may notify UWS’s Designated Copyright Agent. All notices must comply with the requirements of U.S. Copyright Act 17 U.S.C. § 512(c)(3) and regulations promulgated thereunder, each as amended.  Such notices not complying with these requirements will be returned unprocessed. No other notices or inquiries of any type, including requests for information, purchase or technical support questions, notices of infringement of third-party trademark or patent rights, employment inquiries, press inquiries, or investor inquiries, will be read or answered under this Agent and Agent Address.  Instead, such notices should be sent to privacy@upperwestspa.com.

Designated Copyright Agent and Address of Agent:

Attn: David M. Slater, Esq.

Slater Law PLLC

240 West 73rd Street, Suite 701

New York, NY  10023

Phone: 212-489-6500

Email: mail@davidmslater.com

8. Licensing and Support.

For licensing and legal inquiries, please refer such inquiries to privacy@upperwestspa.com.

9. Amendment of Terms; Termination.

  • We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms on the Site and update the effective date set forth above. It is your responsibility to periodically review the Terms posted here to stay current on them and any changes.
  • This Agreement and the Services provided hereunder shall continue until terminated as provided herein. You agree that UWS may at any time without notice to you: terminate this Agreement; suspend or terminate the Services or Site; or terminate your account and delete any content stored in your account; and you agree that UWS may take the foregoing actions for any reason, including if, in UWS’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or we may do so without cause.
  • Upon termination of this Agreement or termination or suspension of the Services, all rights and licenses granted by UWS to you hereunder shall immediately terminate; however, termination or suspension shall not affect any services which have been agreed to and arranged separate and apart from these Terms of Use.

10. Personal Use of Website.

UWS grants you a non-exclusive, non-transferable, limited right to access, view, use, display and print information on this site, including all the materials provided hereon, for your personal, informational, noncommercial use only. You may not copy, modify, reproduce, create derivative works from, distribute, transmit, license, or sell any content or any portion of this site without the prior express written consent of UWS. UWS will sometimes grant permission for such use so long as UWS is properly acknowledged, but the prior express written consent of UWS is required.

11. Password.

If we provide a function on the Site which permits you to register as an UWS user, you may be asked to provide a password. If so, you are the only person permitted to use this password to access and use the Services. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your password. You must notify UWS immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event and under no circumstances shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.

12. Information Provided by You.

You agree that the information that you provide to us on registration, if any, and at all other times, including all information you provide when using the Services, will be true, accurate, current and complete. You also agree that you will insure that this information is always kept accurate and up to date. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account, your correspondence, and your orders, if applicable. You agree that UWS is free to use any such information without further compensation, acknowledgement, or payment to you for any purpose whatsoever including, but not limited to, developing, modifying, manufacturing, and marketing products and services and modifying or improving the Site and Services.

13. Prohibited Conduct.

You agree that you will not:

  • use the Site or Services:
  • for any unlawful purposes;
  • to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
  • to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to UWS; or
  • to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
  • interfere with, harm or disrupt (or attempt to interfere with or disrupt) the Site or Services or servers or networks connected to the Site or Services, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of the Site or networks connected to the Site or Services;
  • access or attempt to access any information, documents or material that you are not authorized to access; or
  • use any robot, spider, or other such programmatic or automatic device to obtain information from the Site or otherwise monitor or copy any portion of the Site;

14. Disclaimers

THE SERVICES, THE SITE, THE UWS CONTENT, AND ALL OTHER UWS SERVICES AND PRODUCTS ARE PROVIDED BY US “AS IS” WITHOUT ANY OTHER WARRANTIES WHATSOEVER. ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, UWS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ITS SERVICES. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

THE UWS CONTENT AND PROGRAMS, AND ALL OTHER INFORMATION ON THIS SITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL SKIN, MASSAGE AND SPA TREATMENTS AND RELATED SERVICES OR THE SERVICES OF A LICENSED SKINCARE OR OTHER PROFESSIONAL.  YOUR USE OF THE SITE OR SERVICES ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CREATE A PROFESSIONAL-CLIENT RELATIONSHIP WITH UWS OR ITS STAFF.  UWS DOES NOT GUARANTEE THE ACCURACY OF ANY OF THE CONTENT ON THIS SITE, AND YOUR RELIANCE OR USE OF THE CONTENT IS AT YOUR OWN SOLE RISK.

BY AGREEING TO AND ACCEPTING THESE TERMS, YOU HEREBY IRREVOCABLY RELEASE UWS FROM LIABILITY OF ANY KIND, AND FOR ANY CONSEQUENCE(S) ARISING FROM THE USE OF UWS SERVICES OR THE SITE.  YOU USE THE SERVICES AND SITE AT YOUR OWN SOLE RISK AND YOU ASSSUME ALL RISK FOR INJURIES THAT YOU MAY INCUR REGARDLESS OF FAULT OR NEGLIGENCE.

15. Limitations of Liability and Damages.

  • UWS, ITS AFFILIATES, EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE FOR NOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES, THE PRODUCTS SOLD, UWS SKIN CARE, MASSAGE AND SPA SERVICES, OR INFORMATION CONTAINED WITHIN THE SITE, INCLUDING, BUT NOT LIMITED TO, YOUR DOWNLOADING OR UPLOADING OF ANY MATERIAL OR DOCUMENTS.
  • PAID PRODUCT OR SERVICE: SOLE REMEDY. YOUR SOLE AND EXCLUSIVE REMEDY FOR FAILURE TO DELIVER A PAID SERVICE OR PRODUCT OR BREACH OF ANY OBLIGATION WITH RESPECT TO A PAID SERVICE OR PRODUCT SHALL BE A REFUND OF THE AMOUNT PAID FOR THE SPECIFIC PAID SERVICE OR PRODUCT AT ISSUE AND IN NO EVENT SHALL UWS’S LIABILITY FOR FAILURE TO DELIVER SUCH ITEM EXCEED SUCH AMOUNT.
  • TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE DISCLAIMERS, WAIVERS AND LIMITATIONS CONTAINED IN THE TERMS, INCLUDING WITHOUT LIMITATION SECTIONS 14 AND 15, SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 15, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF UWS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200.00) OR THE LOWEST AMOUNT ALLOWED BY LAW.
  • YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.

16. Indemnification.

You agree to indemnify, defend and hold harmless UWS, its officers, directors, employees, agents, licensors, suppliers and any third-party service providers to the Site and/or Services from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising from: any breach of these Terms or of any representation, warranty, or covenant you make herein; your access to and use of the Site; your use of the Services or purchase of Products; your participation in any UWS appointment or program; your use of third-party content; and your grant of rights and licenses to UWS pursuant to these Terms.

17. Paid Products and Services: Prices/Cancellation.

The rate for any Paid Services or Products, if any, may be set forth in an UWS proposal, statement, web page, or other document. All rates are generally stated in U.S. dollars and are valid until altered by us. If a Paid Service or Product is mistakenly listed at an incorrect rate, UWS reserves the right to refuse or cancel any appointments or orders placed for the Paid Service or Product listed at the incorrect rate. UWS reserves the right to refuse or cancel any such orders whether the order has been confirmed and your credit card charged or you made payment in advance by check. If your credit card has already been charged for the purchase or you have paid in advance by check, and your order is cancelled, UWS shall issue a credit to you in the amount of the incorrect rate. Risk of loss and title to any products that you may purchase from us passes to you upon our delivery of such products to the carrier.

18. General.

Entire Agreement. These Terms, including the Privacy Policy incorporated by reference, constitute the entire agreement between UWS and you with respect to your use of the Site and the Services and the purchase of any Products or Services. UWS’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms are invalid, you agree that the remainder of the Terms shall be enforceable.
Choice of Law and Venue.  This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York without regard to its conflict of law provisions. The parties agree that any litigation arising out of this Agreement or relating to the operation of the Site or Services or content appearing therein, shall be brought only in the state or federal courts located in New York, New York. The parties irrevocably submit to the exclusive jurisdiction of such courts and hereby waive any challenge to the propriety or convenience of jurisdiction or venue of such courts. Without limiting the effect of any disclaimer contained herein, any cause of action you may have with respect to your use of the Site or Services must be commenced within one (1) year after the claim or cause of action arises.

Assignment.  You may not assign the Agreement and/or any of the rights or obligations contained herein. UWS may freely assign this Agreement and the rights and obligations contained herein.

Notices.  UWS may notify you of certain events relating to the Site or Services, or your use of the Site or Services. We may choose to notify you of these matters via a general notice on the Site, electronic mail to your e-mail address on record in UWS’s account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in UWS’s account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of five days after mailing (ten days if to an address outside of the US); if we send you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to UWS (such notice shall be deemed given when received by UWS) at any time only by letter delivered by nationally recognized overnight delivery service or first class postage-prepaid mail to UWS at the following address:

Attn: Notices

Upper West Spa LLC

187 Amsterdam Ave

New York NY 10023

USA

If you have any comments or questions about these Terms, the Site or our Services, please contact us by email at privacy@upperwestspa.com.