WELNET^® Terms of Use

Welcome to WELNET®
Thanks for using our products and services (“Services”). The Services are provided by School Health Corporation an Illinois company with its principal place of business at 5600 Apollo Dr., Rolling Meadow, IL 60008

By using our Services, you are agreeing to these terms. Please read them carefully. (Updated 6/4/2026)

1. Definitions.
1.1 “Administrator(s)” means those Users who are granted expanded access to the Services, including without limitation the ability to import data into the Services.
1.2 “Services” mean the online services to be provided hereunder or as otherwise agreed in a writing signed by the parties, including any modifications, bug fixes, improvements, or enhancements included by School Health as part of the Services during the term of this Agreement.
1.3 “School Health Site” means the collection of web pages containing a common base URL of www.focusedfitness.net that is delivered over the Internet.
1.4 “WELNET® site” means the collection of web pages containing a common base URL of www.focusedfitness.net/WELNET® that is delivered over the Internet.
1.5 “User” or “Users” means those students (if any), staff and teachers within the Client’s school Client and/or school who are authorized by Client to access the Services and includes Administrators.
2. Services
2.1 General. School Health agrees to provide Users with the Services pursuant to the terms and conditions set forth in this Agreement. In the event that either party desires to make changes to this Agreement during the term of this Agreement, such party shall so notify the other party, and both parties shall agree in writing on such changes and on necessary adjustments, if any, to the other terms of this Agreement that are required to accommodate such changes.
2.2 Non-Exclusivity. School Health hereby grants to Client a non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this agreement. Nothing herein shall prevent School Health from marketing or selling any goods or services to any prospective customer.
3. School Health Consideration.
3.1 Payment Terms. Client will pay all School Health invoices within thirty (30) days of the invoice date.
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3.2 Taxes. Amounts stated do not include applicable sales, use, gross income, occupational, or similar taxes; import or export fees; duties, imports, or tariffs; or any other taxes, duties, charges, or fees of any kind which may be levied in connection with the transactions covered hereby regardless of whether the same are separately stated by School Health. Such taxes are the responsibility of Client whether or not added to applicable invoices by School Health. Client may provide to School Health an exemption certificate in a form acceptable to School Health and to the relevant taxing authority, in which case School Health shall not withhold the taxes covered by such certificate following its receipt by School Health and during the period that such certificate is in effect, provided that Client shall remain liable for any such taxes that are the subject of such certificate and shall indemnify and hold School Health harmless therefrom.
4. Publicity.
4.1 Trademark License. Subject to the terms of this Agreement, each party grants to the other party a royalty-free, non-exclusive, non-transferable, personal license to use the Licensed Mark only on materials generated and delivered as a component of the Services and/or on either party’s websites, during the Term, according to the terms and conditions in this Agreement and any other trademark guidelines in effect at the time of use as communicated by each party to the other party. Such Licensed Marks may be used solely in connection with the marketing and provision of the Services, including without limitation for purposes of advertising the identity of School Health’s existing and/or past customers.
5. Data. Client agrees that School Health will collect certain data and information (collectively “Data”) relating to Client and Users in connection with this Agreement. In addition to those rights granted under Section 4.1 of this Agreement, School Health may use such Data for the following purposes:
(i) Aggregated Data. Client agrees that School Health may aggregate any and all combinations of Data collected by it under this Agreement such that the Data no longer contains any personally identifiable information of any User (“Aggregated Data”). All Aggregated Data is the property of School Health, and Client agrees that School Health may use such Aggregated Data for any purpose, including without limitation in publications and marketing materials.
(ii) Personally Identifiable Information of Users. All personally identifiable information of Users (“User PII”) is Confidential Information of Client as described in Section 7 of this Agreement. Notwithstanding that Section 7, Client hereby grants to School Health a non-exclusive, royalty-free limited right and license to use such User PII to create the Aggregated Data described in Section 5(i) of this Agreement.
(iii) Security Measures. School Health will protect the Hosting Environment, the Web Site, User Information, and transmission of data by between the Web Site and Users (collectively the “Protected Services”) using the highest industry standard procedures and technologies. Without limitation to the foregoing sentence, at a minimum, School Health will implement the following measures:
(a) At all times during the Term, School Health will protect the Protected Services by using industry standard intrusion detection technology and monitor the Protected Services using trained Internet security specialists.
(b) School Health will protect the Protected Services with a firewall that is configured with an intrusion detection system that monitors the Internet segment and can immediately shut down ports that are being attacked.
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(c) School Health will generate logs and review logs to determine unauthorized activities relating to the Protected Services every ten (10) days.
(d) All physical access to the Protected Services will be restricted to authorized employees of School Health who have a need to for such access to carry out their duties and are under an obligation to treat the Protected Services as confidential and to comply with School Health’s obligations under this Agreement.
(e) All Internet access to the Protected Services must be accomplished via SSL (Secure Socket Layer) Version 3 or a successor version thereto, which must provide an encrypted session over the Internet.
6. Client’s Responsibilities.
6.1 System Requirements. The Services are made available over the Internet. To access the Services, Users must have: (i) a suitable Internet connection, and (ii) access to a computer that meets the minimum hardware and software requirements specified by School Health from time to time on the School Health Site. Client acknowledges that it is responsible for ensuring that Users can comply with the System Requirements. Client, and not School Health, is responsible for User support with respect to the User’s Internet connection, computer hardware, computer software or personal email accounts.
6.2 Passwords. Users obtain access to the Services through the usage of passwords. Users must comply with School Health’s policies and procedures, as communicated from time to time to Client on the School Health Site, relating to the issuance, protection, and administration of such passwords. Client will ensure that Users comply with any such requirements. Client, and not School Health, is responsible for any damages and/or disclosure of information, including without limitation User PII, which results from any User’s misuse of a password and/or the Services, including without limitation such User’s failure to adequately protect the secrecy of the password and/or access to the Services.
6.3 Parental Consent. Client, and not School Health, is responsible for obtaining any and all necessary parental consent for any student Users to access and use Services.
6.4 User Requirements. All Users of Services must comply with any School Health terms of use and/or privacy policy in effect as published on the School Health Site (“Terms of Use”). School Health reserves the right to suspend or discontinue a User from accessing Services at any time if the User violates the Terms of Use. Client is responsible for (i) ensuring that Users are aware of School Health’s Terms of Use, (ii) working in good faith to ensure that Users comply with the Terms of Use, and (iii) notifying School Health of any activity by Users in violation of the Terms of Use.
6.5 Surveys. Client agrees to cooperate with School Health and permit School Health to conduct user satisfaction surveys of Users, at School Health’s expense.
6.6 Access Limited to Users. Client will not resell the Services or provide access to the Services to any third parties who are not Users.
6.7 All Rights Reserved. The Services provide access to certain content owned or licensed by School Health and protected by national and international copyright and trademark laws. Except for the rights expressly granted in Section 2, School Health expressly reserves all right, title, and interest in and to the Services and Client agrees that School Health does not, directly or by implication, by estoppel or otherwise, grant any other rights or licenses to Client under this Agreement. Client will not remove or alter any trademark or other proprietary notice in or on any Services.
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7. Confidential Information. Each party agrees that during the term of this Agreement, and for two (2) years thereafter, it will not disclose to any third party any Confidential Information of the other party, except as expressly authorized herein. The term “Confidential Information” means all nonpublic information that a party designates as confidential at the time of the disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the receiving party should in good faith treat as confidential. Confidential Information includes, without limitation, information relating to unreleased offerings. Confidential Information does not include information that: (i) was generally known to the public at the time disclosed by the Disclosing Party; (ii) became generally known to the public other than through a breach of this Agreement by the receiving party after the time of disclosure to the receiving party by the disclosing party; (iii) was in the receiving party’s possession free of any obligation of confidentiality at the time of disclosure to the receiving party by the disclosing party; (iv) was rightfully received by the receiving party from a third party that was free of any obligation of confidentiality after disclosure by the disclosing party to the receiving party; or (v) was independently developed by the receiving party without reference to or use of Confidential Information disclosed by the disclosing party.
8. Representations and Warranties. Each party hereby represents and warrants that (i) this Agreement has been duly and validly executed and delivered by such party and constitutes a legal and binding obligation of such party, enforceable against such party in accordance with its terms; (ii) such party has all necessary power and authority to execute and perform in accordance with this Agreement; (iii) it will comply with all applicable laws in the performance of its obligations under this Agreement, in particular with any federal and state rules regarding student records, privacy, and the commercial use of student information, including but not limited to the Family Educational Rights and Privacy Act and the Health Insurance Portability and Accountability Act of 1996; and (iv) such party’s execution, delivery and performance of this Agreement will not conflict with or violate any provision of law, rule or regulation to which such party is subject, or any agreement or other obligation directly or indirectly applicable to such party or binding upon its assets.
9. Indemnity.
9.1 Duty to Indemnify. Each party will indemnify, defend, and hold the other party and its officers, employees, consultants, and agents harmless from any and all third-party claims, demands, costs, liabilities, losses, expenses, and damages (including attorneys’ fees, costs, and expert witnesses’ fees) arising out of or in connection with any claim resulting from any breach or alleged breach of the indemnifying party’s representations, warranties and covenants set forth in Section 8 of this Agreement.
9.2 . Process. With respect to any third-party claims for which one party (“Indemnifying Party”) is obligated to defend and indemnify the other party (“Indemnified Party”) under Section 9.1 , the following procedures apply: The Indemnified Party will permit the Indemnifying Party, through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party, to answer and defend the claim. The Indemnifying Party will permit the Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Indemnified Party elects to participate in its own defense, the Indemnifying Party agrees to consider in good faith the views of the Indemnified Party and its counsel and to keep the Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions relating to the claims. The Indemnifying Party will not settle any claims against the Indemnified Party except with Indemnified Party’s prior written permission, which permission will not be unreasonably withheld or delayed. The Indemnifying Party is not responsible for any settlement made by the Indemnified Party without the Indemnifying Party’s written permission. If the Indemnified Party and Indemnifying Party agree to settle a claim, the Indemnifying Party will not publicize the settlement without first obtaining the Indemnified Party’s written permission.
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10. WARRANTY DISCLAIMER. ALL SERVICES PROVIDED BY SCHOOL HEALTH HEREUNDER ARE PROVIDED “AS IS” AND SCHOOL HEALTH DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACK OF NEGLIGENCE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY & EXCLUSION OF CERTAIN DAMAGES.
11.1 EXCLUSION OF CERTAIN DAMAGES. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 7 OR OBLIGATIONS UNDER SECTION 9 , NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 LIMITATION ON LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SCHOOL HEALTH’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY SCHOOL HEALTH UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OR THE CAUSE OF ACTION OR ALLEGED BASIS OF THE CLAIM, AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY FAIL OF THEIR ESSENTIAL PURPOSE.
12. Term, Termination, and Renewal
12.1 Term. This Agreement will be effective as of the Effective Date and will continue in effect up to 1 year after the Effective Date (“Initial Term”).
12.2 Renewal. This Agreement shall automatically renew at the end of the current term and will extend for successive additional one-year periods thereafter unless either party gives written notice of its intention not to renew 60 days before expiration of the current term (“Renewal Term”).
12.3 Termination for Cause. Either party may suspend performance or terminate this Agreement immediately upon written notice to the other party at any time if the other party is in material breach of any provision of this Agreement and has failed to cure that breach within thirty (30) days after receipt of written notice thereof. Without limiting the foregoing, School Health may suspend performance or terminate this Agreement immediately upon written notice to Client if Client is sixty (60) days overdue on any payment due to School Health under this Agreement.
12.4 Effect of Expiration/Termination. Upon the expiration or termination of this Agreement Client will pay all amounts due to School Health up to the date of expiration/termination. The following Sections will survive the expiration or termination of this Agreement.
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13. Non-Discrimination Statement
13.1 School Health assures the school Client that its agency complies with all state and federal guidelines and/or regulations and does not discriminate on the basis of race, creed, color, national origin, sex, sexual orientation, marital status, age, veteran status, or disability. This is in accordance with Title VI of the 1964 Civil Rights Act; Section 504 of the Rehabilitation Act, 1973, as amended; Americans with Disabilities Act, July 26, 1990, P.L. 101-336; and Title IX of the Education Amendments of 1972, as amended.
14. Miscellaneous.
14.1 Relationship of parties. Client and School Health are independent with respect to one another, and nothing in this Agreement will be interpreted to create any agency, joint venture, employment, or partnership relationship.
14.2 Force Majeure. For a reasonable time period, each party will be excused from delay or failure in performance due to causes beyond such party's reasonable control including without limitation, acts of God, government action, regulations, riots, wars, floods, and/or earthquakes.
14.3 Notices. Any notice provided for in this Agreement must be given in a non-electronic record by registered or certified U.S. mail as designated below, return receipt requested, postage paid. It will be effective on the day it is mailed to the following address designated by each party.
14.4 Assignment. Neither party will assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the immediately preceding sentence, either party may assign this Agreement without the other party’s prior written consent as part of a merger, or a sale or transfer of a majority of the assigning party’s assets. This Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and permitted assignees.
14.5 Waiver. No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion.
14.6 Governing Law; Venue. This Agreement will be governed by and construed under the laws of the State of Washington (except to the extent federal law is controlling on the subject matter), without regard to its conflict of laws provisions. All disputes brought by either party arising under this Agreement will be brought
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in a court of competent jurisdiction in Cook County, Illinois, as permitted by law, and each party hereby submits to the exclusive jurisdiction and venue in such courts. Client waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
14.7 Attorney’s Fees. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including attorneys’ fees.
14.8 Severability. If any term of this Agreement is found by a court of competent jurisdiction to be in whole or in part unenforceable, then the remainder of this Agreement shall continue in effect so long as the Agreement still expresses the intent of the parties. If the intent of the parties cannot be preserved, this Agreement shall be null and void.
14.9 No Third-Party Beneficiaries. This Agreement is for the benefit of, and shall be enforceable by, the parties only. This Agreement is not intended to confer any right or benefit on any third party. No action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement.
14.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, oral or written. Changes, modifications, or waivers to this Agreement must be in writing and signed by both parties.