Terms and Conditions

This document sets forth the terms and conditions governing the WellTheory Service (the “Service” or “Services”). The Service is provided through a variety of different channels, including online at welltheory.com (the “Website”), via one or more mobile applications (the “Application”), or through digital or telephonic delivery. The Service is owned by WellTheory Technologies, Inc. and its subsidiaries or affiliates involved in providing and supporting the Service (collectively, “We”, “Us”, “Our” or “WellTheory”).

By Clicking “I HAVE READ AND AGREE” or by otherwise accessing or using the Service, you are entering into a legally binding contract and agree to be bound by these terms and conditions, including without limitation the arbitration provisions, waiver of jury trial, waiver of class action, indemnity and limitation on liability provisions below and Privacy Policy which is hereby incorporated by reference into these terms (this “Agreement”). WellTheory and its team of licensed clinicians has the right to accept or reject any applicant for Services, in its sole and complete discretion.  WellTheory may, at any time and from time to time, modify these terms.  Any changes to these terms will be effective immediately upon posting of the updated version on the Service or on our Website. You agree to periodically review these terms, and your continued use of the Service following any such modification constitutes your agreement to follow and be bound by these terms as modified.

If you do not understand or agree to these terms, do not access or use the service, and please exit the service now.

Section 10 below sets out the terms governing any subscription you purchase directly (e.g., not through your employer or another third party). IF YOU PURCHASE A SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AT THE END OF THE DISCLOSED BILLING PERIOD AT OUR THEN-CURRENT FEE FOR SUCH SERVICE UNLESS YOU DECIDE TO CANCEL YOUR SUBSCRIPTION OR THE AGREEMENT IS TERMINATED.  Additionally, in some locations you might have a “cooling off period.”  For example, if you are a California resident and purchase a subscription and decide before midnight of the third business day following your purchase that you want to cancel your contract with us and receive a refund, you can mail a notice of cancellation to us at the address at the end of this document.

1. Scope of Service

This Agreement applies only to your use of the Service. Other policies, including Our Privacy Policy are available at support@welltheory.com.

The Service provides a variety of content, products, and services, which may include, data analysis, participant access to their personal health account, personalized health education, and access to WellTheory’s wireless, mobile, and web-based technologies.

Depending on the Service that you are enrolled in, you may receive different levels of monitoring and support to your specific needs by WellTheory’s nutritionists and health coaching staff. WellTheory may make certain healthcare related information available to you and/or facilitate your access to healthcare services.

WellTheory agrees to provide certain healthcare related information to you. WellTheory, Inc. does not provide clinical services and is independent from healthcare providers who will be providing any licensed services to you through the Service and is not responsible for such healthcare providers’ acts, omissions, or for any content of the communications made by them. WellTheory, Inc. does not engage in the practice of medicine or provide any other healthcare or clinical services. Features and specifications of products or services described or depicted as part of the Service are subject to change at any time without prior notice.

As a condition to use of the Service, you agree that you will not use the Service in a manner inconsistent with (i) this Agreement, or (ii) any and all applicable laws and regulations.

2. Your Account and Your Use of the WellTheory Service

You must provide accurate and complete information any time you initially register or continue to use the Service. It is your responsibility to provide Us with true, accurate, and complete email address, contact, and other information related to your account(s), and to maintain and promptly update any changes in this information. You are responsible for maintaining the confidentiality and security of your password and account credentials, and you are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify WellTheory of any unauthorized use of your password or account, and (b) ensure that you properly exit from your account at the end of each session. WellTheory shall not be liable for any loss or damage arising from your failure to comply with any of these terms and conditions.

The following actions are expressly prohibited in relation to your username and password used to obtain the Service:

• Sharing, disclosing, permitting access to, or otherwise facilitating the use by any person of your username and password or accessing, copying, or storing any part of the Service for non-personal use;
• Using the username and password to cache the Service in such a manner as to be accessible by persons who have not properly registered with WellTheory; or
• Using the username and password to permit multiple persons access to the Service through a local or wide area network.

If you have forgotten your username or password, the Service may use an email address previously provided by you to send your username or temporary password. You understand that any other individuals using the same email address will be able to gain access to your Service account information.

Your use of the Service and any content accessed through the Service must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. You may not interfere with or disrupt the proper operation of the WellTheory Service. You must be at least 18 years old to register and use the Service. WellTheory does not knowingly collect or solicit personal information from anyone under 18 years of age or allow anyone under 18 years of age to register for the Service. IF YOU ARE NOT AT LEAST 18 YEARS OF AGE, YOU MUST NOT ATTEMPT TO REGISTER FOR THE SERVICE OR SEND ANY INFORMATION ABOUT YOURSELF TO WELLTHEORY.  If you believe that WellTheory has received information from or about an individual under 18 years of age, please contact WellTheory at support@welltheory.com.

You acknowledge that you are not misrepresenting any information during your enrollment or use of the service, including your identity or information or health care providers. You have a continuing obligation to keep your identity and contact information up to date and accurate.

Notwithstanding anything to the contrary, WellTheory reserves the right to accept or reject any applicant or user of its services in WellTheory’s sole and exclusive discretion.

If you use WellTheory’s mobile services to enter and maintain your personal information, you understand that you are responsible for safeguarding and securing your mobile device and the associated credentials (such as user identifiers and passwords). If you leave your mobile device unattended, or if it is lost or stolen, you understand that your personal information input into the WellTheory Application or Website may be accessible to others. By providing your phone number to WellTheory, you expressly consent to WellTheory periodically calling or texting you at this phone number - in person or through an automated system.

3. Text Message and Short Code Terms

By opting in you are agreeing to receive informational messages, messages from your health coach and notifications about your scheduled events via text message or short message service (“SMS”). You can cancel the SMS service at any time. Just text "STOP" to Us. After you send the SMS message "STOP" to Us, We will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from Us. If you want to join again, contact Us at support@welltheory.com. If you are experiencing issues with the messaging program you can get help directly at support@welltheory.com. Carriers are not liable for delayed or undelivered messages, and We are not liable for delayed or undelivered messages caused by carrier error. As always, message and data rates may apply for any messages sent to you from Us and to Us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our Privacy Policy.

4. Use of Your Information/ Privacy Policy

If you create, transmit, or display information while using the Service, you may provide only information that you own or have the right to use. WellTheory will only use information you provide as permitted by Our Privacy Policy and applicable law. The purpose of Our Privacy Policy is to identify the information We collect online, the steps We take to protect it and your choices regarding how that information is used.

By using Our Services, you acknowledge and agree that your interactions with our systems, including but not limited to conversations, commands, and feedback, may be recorded and stored for the following purposes: to enhance the functionality, accuracy, and reliability of our AI systems by analyzing session data; to ensure that Our services meet high standards of quality and that interactions with Our AI systems are consistent and effective, and to comply with legal obligations and ensure the security of Our Services.  You may be provided with the option to opt-out of certain recordings during live sessions.  The recorded sessions may include, but are not limited to, textual data (conversations and interactions between users and our AI systems), and metadata (including information such as timestamps, user session IDs, and other related data thatdoes not personally identify you).  The data collected from recorded sessions will be for legitimate business purposes such as:

• AI Training: To improve the algorithms that power Our AI systems, enabling better responses and more accurate predictions.
• Service Enhancement: To identify areas where Our Services can be improved and to develop new features based on user interactions.
• Security and Compliance: To monitor and prevent unauthorized or malicious activities.

To the extent applicable, You acknowledge and agree that WellTheory may use your anonymized, de-identified health information for medical research purposes as permitted pursuant to HIPAA in Title 45 C.F.R. Sections 145.501, 164.508, and 164.512(i).

WellTheory will retain your personally identifiable information for a period necessary to fulfill the purposes set forth in the Privacy Policy, after which time it shall be securely deleted or anonymized.

5. Intellectual Property

The Service, including without limitation the text, graphics, images, photographs, videos, illustrations, and other content contained therein is owned by WellTheory or its licensors and is protected under both United States and foreign laws. We grant to you, for your personal purposes as an individual consumer only, a nonexclusive, non-transferrable, non-sublicensable, limited, and revocable right to access and use the Service during the term of this Agreement, so long as you comply with the terms of this Agreement. You agree not to use the Service for any other purpose, including not to a) modify, prepare derivative works of, decompile or reverse engineer the Service (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or regulation); (b) use the Service in a way that abuses or disrupts our networks, user accounts, or the Service including any sales outreach or commercial purposes other than the specific uses permitted by these Terms and Conditions; (c) transmit any harassing, indecent, obscene, fraudulent or unlawful material through the Service; (d) market, sell or resell the Service to any third party or otherwise commercially use the Service; (e) use the Service in violation of any applicable federal, state, local, or sectoral laws, regulations or ordinances, including without limitation any laws regarding the export of data or software or laws or security and data protection and employment discrimination laws; (f) use the Service to send unauthorized advertising or spam content; (g) harvest, collect, or gather data of other users; (h) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or features that enforce limitations on use of the Service; (i) transmit any material that infringes, misappropriates or otherwise violates the intellectual property, privacy or other rights of third parties through the Service; (j) use or attempt to use another user’s account without express written authorization from that user and WellTheory; (k) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (l) except as expressly permitted by WellTheory, copy, reproduce, distribute, publicly perform or publicly display all or any portions of the Service; (m) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Service; (n) remove any proprietary rights, notices or markings in the Service; (o) do anything that might discover source code of the Service or bypass measures employed to prevent or limit access to any part of the Service; (p) develop or use any applications that interact with the Service without our prior written consent;  (q) access the Service via a bot or automated software; or (r) otherwise use the Service in any manner that violates these Terms or Applicable Law. Any other use of the Service other than as expressly authorized herein is strictly prohibited and will automatically and immediately terminate any and all licenses granted to you under these terms.

All materials available through the Service may be accessed, downloaded, or printed for the user’s own personal, noncommercial purpose and solely within the scope allowable by this Agreement. No other use of these materials is allowed without express written permission of WellTheory.

Any unauthorized use of the words or images from the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. The Service includes material that is derived in whole or in part from materials that are copyrighted, including the content, format and layout of the Service. The copyrights are owned by WellTheory, or for licensed content, the content providers.

None of the names, trademarks, service marks and logos of WellTheory appearing on the Service may be used in any advertising or publicity, or otherwise to indicate WellTheory’s sponsorship of or affiliation with any product or service without express written permission of WellTheory. Nothing contained within the Service should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right of use to any trademark displayed on or through the Service without the written permission of WellTheory or the third-party owner of the trademark, if any. The Service may contain other proprietary notices and copyright information, the terms of which must be observed and followed by you.

You also understand and agree that any and all comments, suggestions, ideas or feedback (collectively, “Feedback”) you provide Us about the Service or any WellTheory products or offerings, including how to improve them, is or becomes the exclusive property of WellTheory, including any associated rights to such Feedback, and WellTheory may freely use, copy, make, sell, reproduce or modify Feedback in any manner without consent, obligation or compensation to you.

Notice for Claims of Intellectual Property Violations and Copyright Infringement.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act with respect to any items or content on our Website or in our Application.  If you believe that your intellectual property rights, including copyright, trademark, or certain other intellectual property rights of third parties, have been infringed, please notify Us at support@welltheory.com and we will promptly investigate.

6. Right to Change Terms and Conditions

WellTheory may, at any time and from time to time, amend this Agreement. Any changes to this Agreement will be effective immediately upon posting of the changed terms and conditions on the Service or Our Website. You agree to periodically review these terms and conditions, and your continued use of the Service following any such change constitutes your agreement to follow and be bound by this Agreement as amended.

7. Computer Equipment, Browser Access, and Internet Services

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, “Systems”) necessary for you to access and use the Service. This responsibility includes, without limitation, your utilizing up to date web-browsers and strong encryption, antivirus, anti-spyware, and internet security software. You are additionally responsible for obtaining internet services via the internet service provider of your choice, for any and all fees imposed by such internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the internet, and by using the Service you expressly assume such risks. You acknowledge that you are responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. You acknowledge that you have requested access to the Service for your convenience, have made your own independent assessment of the adequacy of your internet and Systems, and that you are satisfied with that assessment. You are responsible for any use of the Systems not necessary for the Services and any risks associated with or arising from such personal use. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your Systems. Recording any interactions with health coaches pursuant to use of the Service is prohibited.

8. Content and Services Accessed through the WellTheory Service

If You choose to allow a third-party service provider (such as a Personal Health Record) to retrieve, provide, modify or otherwise use health and other information in your account or otherwise share your information with the service provider, it is your sole responsibility to review and approve each such third-party service before sharing your information through or otherwise accessing it. Once you enable a specific third-party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. Third-party service providers include both health care providers and other entities. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. WELLTHEORY MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

9. Links to Other Sites

WellTheory may provide third-party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third-party-owned websites. We provide such third-party content and links as a courtesy to Our users. We have no control over any third-party owned web sites or content referenced, accessed by or available through the Service and, therefore, We do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party web sites or content or for the availability of such web sites, and your access and use of such third-party content is at your own risk. IN PARTICULAR, WE DO NOT ACCEPT AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD-PARTY OWNED CONTENT (WHETHER PUBLISHED ON THE SERVICE, OR ANY OTHER, WEB SITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD-PARTY WEB SITE OR CONTENT. If you link to third-party sites from WellTheory, you should consult the policy statements of each site you visit.

10. Payment

You authorize WellTheory to submit claims for Services to your health insurer or health plan, if applicable. You are responsible for any fees owed to Us that are not paid by your employer or insurer as set forth below. This may include costs associated with the provision of Services by WellTheory. Costs associated with the provision of Services may accrue if you cancel or fail to appear for such Services. Sections 10.1 – 10.13 only apply if you are purchasing the Service outside of your employer or insurer.

     10.1     Defined Terms.
           (a) “Billing Period” is the interval of time between each recurring billing date and corresponds to the term of your subscription, which may be measured in days, weeks, or months. If you sign-up for a subscription to the Service outside of your employer or your insurer, your subscription term will be indicated at the time of sign-up .
           (b) “day” or “date” begins at 12:00 a.m. Eastern  time and ends at 11:59 p.m. Eastern time of that same calendar day.

     10.2.   Service Tiers and Other Offerings. When purchasing your subscription to the Service, you may be presented with different plans or options (each a “Service Tier”). Different Service Tiers or other offerings, such as add-ons, may be subject to differences in pricing, usage rules, eligibility, restrictions, features, and availability, as indicated at the time of sign-up.
     10.3.   Free Trials and Promotions. Your subscription to the Service may begin with a free trial or promotional pricing. Availability of a free trial or promotional pricing is not guaranteed and, if one is available, is only available on the specified terms of the free trial or promotion. Eligibility for free trials or promotionsmay vary and certain limitations may also exist with respect to combining free trials with any other offers.

           (a) Free Trials. If your subscription begins with a free trial, your first payment will be charged to your chosen payment method immediately following the end of the free trial, unless cancelled in accordance with the instructions for cancellation below. You can cancel your subscription without being charged at any time before the end of your free trial. We provide notice of the terms of the free trial at the time you register and youwill not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless required by law in particular instances or jurisdictions.
           (b) Promotions . We may also offer, in our sole discretion, promotions (e.g., promotional pricing or bundled add-ons) subject to promotional terms disclosed during your sign-up or in other materials provided to you. We will begin billing the same payment method we otherwise have on-file for your subscription at the then-current, non-promotional price after your promotion ends, unless you cancel prior to the end of your promotion or unless otherwise disclosed .

     10.4.   Subscriptions Automatically Renew. Your subscription to the Service includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless canceled in accordance with the instructions for cancellation below. You agree that you must cancel your subscription, as set out in Section 10.6 below, to avoidbeing charged for your next Billing Period. Payment will be charged to your chosen payment method. If indicated in the checkout flow, charges for the Service or an add-on may be prorated (e.g., for a partial month).  You acknowledge that the timing of when you are billed may vary, including if your subscription began on a day not contained in a given month (e.g., if you have a monthly subscription and became a paying subscriber on March 31, your payment method would be billed next on April 30), due to free trials and other promotional offers, or if you make changes to your Service Tier or payment method.

     10.5.   Price Changes. We reserve the right at any time to change our prices, refund policy, and billing methods, subject to any obligations to provide notice of such changes under applicable law. If you do not wish to accept a price change, you may cancel your subscription as described in Section 10.6. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes.

     10.6.   Canceling Auto-Renewal of Your Subscription. You can cancel your subscription at any time before the end of the then-current billing period or free trial. Cancellation will take effect at the end of the then-current billing period or free trial period, as applicable, unless otherwise disclosed. If you cancel, then except as set forth in Section 10.7 below, you will continue to have access to the Service through the end of your then-current billing period, unless you are subscribed through a free trial or promotion, in which case cancellation may be effective immediately. If you modify your subscription to switch from one Service Tier to another Service Tier during your billing period, you may not have continued access to your original Service Tier. You must cancel your subscriptionprior to 11:59 p.m. Eastern time on the day before your next recurring billing datein order to avoid being charged for the next billing period. We do not provide a refund or credit for partially used billing periods, although we may provide such refunds or credits on a case-by-case basis in our sole and absolute discretion.To cancel your subscription to the Service, log into your account and follow the instructions on your account page. If you subscribed via a third party (e.g., the Apple App Store or Google Play), please visit our support center for instructions on how to cancel.

     10.7.   California Users: Rescinding Your Contract with Us. If you are a resident of California, provided that no more than three (3) business days have elapsed since you signed up for your subscription, you may also rescind your agreement with us and seek a refund. Specifically, if you are a California resident, you may cancel your agreement without penalty or obligation, at any time prior to midnightof the third business day following the date of this contract, excluding Sundays and holidays. To cancel this agreement and receive a refund, mail or deliver a signed and dated notice which states that you, the buyer, are canceling this agreement, or words of similar effect. This notice must be sent to the address at the end of this document. Note, if you cancel your agreement pursuant to the instructions in this section, we may terminate your access to the Service upon receipt of your cancellation notice.

     10.8.   Payment Methods. Unless you sign up through an App Store (as described in Section 10.9 below),  you must provide us with a valid credit card (Visa, MasterCard, or any other issuer accepted by us)  or PayPal or  other account of a payment method (“Payment Method”) as a condition to signing up for the Service. Your agreement with the provider of the Payment Method governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities with respect to the Payment Method. By providing us with your credit card number or PayPal account and associated payment information, you agree that we are authorized to immediately charge your Payment Method for all fees and charges due and payable to us hereunder, including any applicable taxes, and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the credit card or PayPal account used for payment hereunder. We may also update your credit card details or other Payment Method information using information provided by our payment service providers.  Following any such update, you authorize us to continue to charge the applicable method of payment. In the event of a failed attempt to charge to your Payment Method (e.g., if your Payment Method has expired), we reserve the right to retry billing your Payment Method. If we do not receive payment from your Payment Method for whatever reason, (a) you agree to pay all amounts due on your Account upon demand, and/or (b) you agree that we may either terminate or suspend your subscription and continue to attempt to charge your Payment Method for purchased Services until payment is received (and upon receipt of payment, your Account will be activated and, for purposes ofautomatic renewal, your new subscription commitment period will begin as of the day payment was received). You will remain responsible for any amounts you failto pay in connection with your subscription or any add-ons, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. You also agree that we may charge your payment method on file if you decide to restart your subscription.

     10.9.   Subscriptions Obtained Through Third Parties. If you obtain a WellTheory subscription via a third party application store (e.g., the Apple App Store or Google Play) (each, an “App Store”), that subscription is also subject to the third party’s terms, and the provisions in this Agreement concerning subscription purchase, billing, cancellation/refunds, and payment do not apply to that subscription to the extent this Agreement conflicts with the applicable third party’sterms regarding subscription purchase, billing, cancellation/refunds and payments. For subscriptions obtained via a third-party App Store, your billing relationship will be directly with the applicable third party App Store. Any fees charged for your subscription to the Service will be billed by the applicable third-party App Store using the payment information you have provided to such third party App Store. To cancel a subscription to the Service obtained via a third-partyApp Store, please follow the cancellation instructions set out by the applicable third party App Store or visit their support center.

     10.10. Add-Ons. We may from time to time offer add-ons to service subscriptions, such as specialized coaching sessions. Add-ons may be subscriptions or may be offered on as a one-time purchase, subject to the terms disclosed during your sign-up for such add-on or in other materials provided to you regarding such add-on.

      10.11. Tangible Products. We may also from time to time make available tangibleproducts for purchase. If you place an order for tangible products from us, then such order will be subject to our Terms of Sale.
      10.12. Taxes. For purposes of this section, “Sales Tax” means any state and local sales or use tax, value-added tax, levies, duties, or and any other tax measured by sales proceeds that is the functional equivalent of a sales tax wherethe applicable taxing jurisdiction does not otherwise impose a sales or use tax. Prices displayed exclude taxes. If any Service, or payments for any Service, under the Agreement are subject to any Sales Tax in any jurisdiction and we have not charged the applicable Sales Tax, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. You agree to make all payments of fees to us free and clear of, andwithout reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility. Upon subscription renewal, tax is subject to change in accordance with the prevailing tax rates, determined by the subscriber’s provided billing or home address.
      10.13. Refund Policy. California residents may cancel their contract and seek a refund pursuant to, and consistent with, the instructions set out in Section 10.7 herein. In all other instances, all fees and charges assessed by us are non-refundable except as expressly promoted by WellTheory and to the extent that you qualify for such promotion.

11. Disclaimer of Warranty; Limitation of Liability

By using the Service, you agree and represent to WellTheory that you have the power and legal authority to accept and agree to these terms and conditions on behalf of yourself or as a legal guardian of someone else, and that you own all of the legal rights to the information you provide and grant the rights and licenses granted herein; and all information that you provide to WellTheory or its employees and/or affiliates is accurate, complete, and true when provided.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WELLTHEORY AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE INFORMATION, SERVICES AND MATERIALS CONTAINED ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. ACCESS TO THE SERVICE MAY BE INTERRUPTED AND INFORMATION, SERVICES AND MATERIALS MAY NOT BE ERROR-FREE. NONE OF WELLTHEORY, ITS SUPPLIERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR THE INFORMATION, SERVICES, AND MATERIALS CONTAINED THEREIN ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, SERVICES, AND MATERIALS PROVIDED ON THE SERVICE; THEY ALSO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE THE SERVICE FOR ANY REASON. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. Indemnification

To the fullest extent permitted by applicable law, You agree to indemnify, defend, and hold harmless WellTheory and its suppliers and their respective affiliates, employees, officers, directors, agents, servants, and representatives of each from any third-party liability, loss, claim, suit, damage, and expense (including reasonable attorneys' fees and expenses) related to (i) your violation of this Agreement; (ii) your misuse of the Service, including any features, functionality, tools, content or promotions available through the Service; (iii) your posting of material to the Service; (iv) your misrepresentation, gross negligence or willful misconduct; (v) your breach of federal, state, local, or other applicable laws or regulations; and (vi) your conduct in connection with the Service.  You agree to promptly notify WellTheory of any third-party Claims, cooperate with WellTheory Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including without limitation attorneys’ fees).  You also agree, that at WellTheory’s option, the WellTheory Parties will have control of the defense or settlement of any third-party Claims.  This indemnity is in addition to, and not in lieu of any other indemnities set forth in a written agreement between You and WellTheory, or the other WellTheory parties.  

13. Applicable Law

• If you choose to access the Services from or use the Services outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. To the extent permissible by law, WellTheory accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Services outside of the United States. You agree that the statutes and laws of the State of Delaware, without regard to any principles of conflicts of law, will apply to any and all matters relating to the use of the Service. Any dispute that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Delaware and the United States, respectively, sitting in New Castle County, Delaware.

14. Modification and Termination of the WellTheory Service

You may terminate your use of the Service at any time by not using the Service anymore. WellTheory reserves the right to suspend or terminate Service for any reason it deems appropriate at any time, including, but not limited to, a belief that your conduct or your use of the Service violates any of these terms or applicable laws or is harmful to the interests of WellTheory, its clients or any other users, your abusive, harassing, threatening or otherwise inappropriate behavior, or illegal or inappropriate conduct, such as falsifying information to receive Service. WellTheory also may place limits on, modify, suspend, or terminate the Service generally, as it deems appropriate or in response to a legal or regulatory change, and may modify, suspend or terminate your use of the Service if you fail to comply with this Agreement. This suspension or termination may delete your information, files, and other previously available content except where prohibited by law. If WellTheory terminates the Service or your use of the WellTheory Service, these terms and conditions shall continue to be effective, including Sections 2, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 19, to the extent not otherwise prohibited by law.

15. Your Responsibilities

You are responsible for adhering to the following principles when using the Services:

• Respect: You are expected to demonstrate respectful behavior toward WellTheory team members at all times, including during in-person visits, and you agree not to transmit any harassing, indecent, obscene, fraudulent, or unlawful material through the Service. You also agree not to harvest, collect or gather data of other users.
• Safety and Security: You are responsible for following safety instructions given to you by WellTheory regarding WellTheory’s programs and services. You are responsible for informing WellTheory of any safety hazards for the care team for an in-person visit in your home or other area you control. You also agree to not remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any contents accessible through the Service or features that enforce limitations on use of the Service.
• Care Plan: You are responsible for following any next steps of the care plan as outlined by your Care Team. You are responsible for any decisions to refuse treatment and any outcomes that arise from that refusal.
• Intellectual Property: You agree not to modify, prepare derivative works of, decompile or reverse engineer the Service (except as, and only to the extent any foregoing restriction is prohibited by applicable law or regulation). You also agree not to market, sell, or resell any part of the Service to any third party or otherwise commercially use the Service.

16. Dispute Resolution; Binding Arbitration

PLEASE READ THIS ENTIRE SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH WELLTHEORY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WELLTHEORY, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH BELOW. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION PROVISION. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.

1. NO REPRESENTATIVE ACTIONS. YOU AND WELLTHEORY AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS PERSONAL TO YOU AND WELLTHEORY AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OR REPRESENTATIVE PROCEEDING.
2. ARBITRATION OF DISPUTES. EXCEPT FOR SMALL CLAIMS DISPUTES IN WHICH YOU OR WELLTHEORY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT LOCATED IN THE COUNTY OF YOUR BILLING ADDRESS OR DISPUTES IN WHICH YOU OR WELLTHEORY SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, YOU AND WELLTHEORY EACH WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. INSTEAD, FOR ANY DISPUTE THAT YOU HAVE AGAINST WELLTHEORY, YOU AGREE TO FIRST CONTACT WELLTHEORY AND RESOLVE THE DISPUTE INFORMALLY BY SENDING WRITTEN NOTICE OF YOUR CLAIM TO WELLTHEORY BY EMAIL AT SUPPORT@WELLTHEORY.COM OR BY CERTIFIED MAIL ADDRESSED TO WELL THEORY TECHNOLOGIES, INC. 68 TUSCALOOSA, ATHERTON, CA 94027. THE NOTICE MUST (A) INCLUDE YOUR NAME, RESIDENTIAL ADDRESS, EMAIL ADDRESS AND TELEPHONE NUMBER; (B) DESCRIBE THE NATURE AND BASIS OF THE DISPUTE; AND (C) SET FORTH THE SPECIFIC RELIEF SOUGHT. OUR NOTICE TO YOU WILL BE SIMILAR IN FORM TO THAT DESCRIBED ABOVE. IF YOU AND WELLTHEORY CANNOT REACH AN AGREEMENT TO RESOLVE THE DISPUTE WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE IS RECEIVED, THEN EITHER PARTY MAY SUBMIT THE DISPUTE TO BINDING ARBITRATION ADMINISTERED BY JAMS OR, UNDER THE LIMITED EXCEPTIONS EXPRESSLY DESCRIBED IN THESE TERMS, IN COURT. ALL DISPUTES SUBMITTED TO JAMS WILL BE RESOLVED THROUGH CONFIDENTIAL, BINDING ARBITRATION. ARBITRATION PROCEEDINGS WILL BE HELD IN NEW CASTLE COUNTY, DELAWARE UNLESS NEW CASTLE COUNTY, DELAWARE AS VENUE IS PROHIBITED UNDER APPLICABLE LAW. YOU AND WELLTHEORY AGREE THAT DISPUTES WILL BE ARBITRATED AND RESOLVED IN ACCORDANCE WITH THE JAMS STREAMLINED ARBITRATION RULES AND PROCEDURES (“JAMS RULES”). THE MOST RECENT VERSION OF THE JAMS RULES ARE ON THE JAMS WEBSITE AND ARE HEREBY INCORPORATED INTO THESE TERMS BY REFERENCE. YOU EITHER ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE JAMS RULES OR WAIVE YOUR OPPORTUNITY TO READ THE JAMS RULES AND WAIVE ANY CLAIM THAT THE JAMS RULES ARE UNFAIR OR SHOULD NOT APPLY FOR ANY REASON.
3. YOU AND WELLTHEORY AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE AND THAT THE ENFORCEABILITY OF THIS SECTION 16 WILL BE SUBSTANTIVELY AND PROCEDURALLY GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1, ET SEQ. (THE “FAA”), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. AS LIMITED BY THE FAA, THESE TERMS AND THE JAMS RULES, THE ARBITRATOR WILL HAVE EXCLUSIVE AUTHORITY TO MAKE ALL PROCEDURAL AND SUBSTANTIVE DECISIONS REGARDING ANY DISPUTE AND TO GRANT ANY REMEDY THAT WOULD OTHERWISE BE AVAILABLE IN COURT, INCLUDING WITHOUT LIMITATION THE POWER TO DETERMINE THE QUESTION OF ARBITRABILITY. THE ARBITRATOR MAY CONDUCT ONLY AN INDIVIDUAL ARBITRATION AND MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL’S CLAIMS, PRESIDE OVER ANY TYPE OF CLASS OR REPRESENTATIVE PROCEEDING OR PRESIDE OVER ANY PROCEEDING INVOLVING MORE THAN ONE INDIVIDUAL.
4. THE ARBITRATION WILL ALLOW FOR THE DISCOVERY OR EXCHANGE OF NON-PRIVILEGED INFORMATION RELEVANT TO THE DISPUTE. THE ARBITRATOR, WELLTHEORY AND YOU WILL ALL MAINTAIN THE CONFIDENTIALITY OF ANY AND ALL ARBITRATION PROCEEDINGS, JUDGMENTS AND AWARDS, INCLUDING WITHOUT LIMITATION INFORMATION GATHERED, PREPARED AND PRESENTED FOR PURPOSES OF THE ARBITRATION OR RELATED TO THE DISPUTE(S) THEREIN. THE ARBITRATOR WILL HAVE AUTHORITY TO MAKE APPROPRIATE RULINGS TO SAFEGUARD CONFIDENTIALITY, UNLESS APPLICABLE LAW PROVIDES TO THE CONTRARY. THE DUTY OF CONFIDENTIALITY DOES NOT APPLY TO THE EXTENT THAT DISCLOSURE IS NECESSARY TO PREPARE FOR A PRELIMINARY REMEDY OR IN CONNECTION WITH A JUDICIAL CHALLENGE TO AN ARBITRATION AWARD OR ITS ENFORCEMENT, OR TO THE EXTENT THAT DISCLOSURE IS OTHERWISE REQUIRED BY LAW OR JUDICIAL DECISION.
5. YOU AND WELLTHEORY AGREE THAT FOR ANY ARBITRATION YOU INITIATE, YOU WILL PAY THE FILING FEE (UP TO A MAXIMUM OF $250 IF YOU ARE A CONSUMER) AND WELLTHEORY WILL PAY THE REMAINING JAMS FEES AND COSTS. FOR ANY ARBITRATION INITIATED BY WELLTHEORY, WELLTHEORY WILL PAY ALL JAMS FEES AND COSTS. YOU AND WELLTHEORY AGREE THAT THE STATE OF FEDERAL COURTS OF THE STATE OF TEXAS AND THE UNITED STATES SITTING IN NEW CASTLE COUNTY, DELAWARE HAVE EXCLUSIVE JURISDICTION OVER ANY APPEALS AND THE ENFORCEMENT OF AN ARBITRATION AWARD.
6. ANY CLAIM YOU WISH TO ASSERT AGAINST WELLTHEORY OR ANOTHER WELLTHEORY PARTY MUST BE FILED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION UNDERLYING SUCH CLAIM FIRST AROSE; OTHERWISE THE DISPUTE IS PERMANENTLY BARRED, WHICH MEANS THAT YOU WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM IF YOU FAIL TO NOTIFY WELLTHEORY OF THE DISPUTE WITHIN SUCH TIME PERIOD.
7. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THESE TERMS. TO OPT OUT, PLEASE EMAIL SUPPORT@WELLTHEORY.COM WITH YOUR REQUEST TO BE OPTED OUT. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND ADDRESS, AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 17.
8. IF ANY PORTION OF THIS SECTION 16 IS FOUND TO BE UNENFORCEABLE OR UNLAWFUL FOR ANY REASON, (A) THE UNENFORCEABLE OR UNLAWFUL PROVISION SHALL BE SEVERED FROM THESE TERMS; (B) SEVERANCE OF THE UNENFORCEABLE OR UNLAWFUL PROVISION SHALL HAVE NO IMPACT WHATSOEVER ON THE REMAINDER OF THIS SECTION 16 OR THE PARTIES’ ABILITY TO COMPEL ARBITRATION OF ANY REMAINING CLAIMS ON AN INDIVIDUAL BASIS PURSUANT TO THIS SECTION 16; AND (C) TO THE EXTENT ANY CLAIMS MUST THEREFORE PROCEED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS, SUCH CLAIMS MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION AND NOT IN ARBITRATION, AND YOU AGREE THAT LITIGATION OF THOSE CLAIMS SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL CLAIMS IN ARBITRATION. FURTHER, IF ANY PART OF THIS SECTION 16 IS FOUND TO PROHIBIT AN INDIVIDUAL CLAIM SEEKING PUBLIC INJUNCTIVE RELIEF, THAT PROVISION WILL HAVE NO EFFECT TO THE EXTENT SUCH RELIEF IS ALLOWED TO BE SOUGHT OUT OF ARBITRATION, AND THE REMAINDER OF THIS SECTION 16 WILL BE ENFORCEABLE.

17. CLASS ACTION AND JURY TRIAL WAIVER

YOU AND WELLTHEORY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. YOU AGREE THAT, BY USING THE SERVICE AND THEREBY ACCEPTING THESE TERMS, YOU AND WELLTHEORY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

18. General Legal Terms

If you have not signed a separate written agreement with WellTheory related to the Service, this Agreement, along with the related Privacy Policy, is the entire agreement between you and WellTheory related to the Service, replacing any prior agreements. If there is any conflict between this Agreement and a signed written agreement between you and WellTheory related to the Service, this Agreement will control. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement remain in full force, provided that the essential terms and conditions of this Agreement remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved. You may not assign, transfer, or delegate any of your rights or obligations under these terms and conditions, without Our prior written consent. WellTheory may assign, transfer, or delegate Our rights and obligations under these terms and conditions, in whole or in part, in Our sole discretion. The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations. Nothing in this Agreement creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.

19. Medical Advice

Provision of medical or healthcare advice is not provided by WellTheory, Inc. but rather through the individual medical or healthcare providers with whom you must first establish a physician-patient relationship, before obtaining medical advice. Using, accessing, and/or browsing the Website or Application or providing personal medical history does not create a physician-patient relationship between you and WellTheory or any of its employees and/or affiliates.

Unless otherwise expressed to you in writing, nothing in the Service is intended to create a physician-patient or to replace the services of a licensed, trained, in-person physician or other health professional or be a substitute for medical advice of a physician or trained health professional licensed in your state. You should not rely on anything contained in the Website or Application, and you should consult a medical provider licensed in your state in all matters relating to your health. You hereby agree that you shall not make any health or medical related decision based in whole or in part on anything contained in the Service.

Any content accessed through the Service is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Service should not be used during a medical emergency. Please consult your doctor or other qualified health care provider if you have any questions about a medical condition, or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the Service.

Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name, or otherwise, does not constitute or imply the endorsement or recommendation of such by WellTheory.

Call 911 or your doctor for all medical emergencies. WELLTHEORY TECHNOLOGIES IS NOT RESPONSIBLE OR LIABLE FOR ANY MEDICAL ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN THROUGH THE SERVICE.

20. Contact Information.

‍WellTheory Technologies, Inc. is headquartered , and the mailing address is at: 68 Tuscoloosa, Atherton, California 94027 in the United States of America.

Email: support@welltheory.com

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