Terms and Conditions

This document sets forth the terms and conditions governing the WellTheory Service (the “Service” or “Services”) if you are a Sentara Health Administration, Inc. (“SHA”) Member. 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”).

All terms described herein are subject to the terms of the agreement (the “Agreement”) between us and SHA, for whom we act as a contractor for the provision of the Service. To the extent that any provisions of these Terms and Conditions conflict with the Agreement, the terms of the Agreement shall govern.

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 in coordination with SHA. Any changes to these terms will be effective immediately upon distributing the updated version to you. 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.

1. Scope of Service

The Service provides a variety of content, products, and services, which may include, participant access to their personal health account, personalized health education, and access to WellTheory’s wireless, mobile, and web-based technologies.
You may receive different levels of monitoring and support to your specific needs by WellTheory’s nutritionists and health coaching staff. WellTheory agrees to provide certain healthcare related information to you. WellTheory, Inc. does not provide clinical services. 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.

Third-Party Laboratory and Physician Services. Certain optional features of the program, including laboratory testing, require physician orders and clinical oversight provided exclusively by independent third parties through Junction, WellTheory’s technology and laboratory services partner. The physician orders are generated by an independent physician group through Junction (the “Physician Group”), and specimen processing is performed by independent laboratories within Junction’s network (the “Junction Laboratories”). WellTheory does not own, employ, or contract directly with the Physician Group or the Junction Laboratories, does not direct or control their clinical judgment, and is not responsible for their acts, omissions, or clinical decisions. WellTheory’s role is limited to facilitating your access to testing through Junction’s platform, transmitting your information to the parties described in more detail herein, and making results available to you through the WellTheory platform.

Patients residing in New York and New Jersey have the right under their respective state patient billing laws to request an itemized price list from WellTheory for their laboratory tests.

As a condition to use of the Service, you agree that you will not use the Service in a manner inconsistent with (i) these Terms and Conditions, 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. Except for a disclosure due to our acts or omissions, 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 and SHA 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. 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 for the sole purpose of providing the Service, you may opt out at any time.

3. Text Message and Short Code Terms

By opting into the Service 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 applicable to SHA members at the end of this document.

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 the Agreement.

Consent and Authorization for Data Sharing, Laboratory Services, and Use of Protected Health Information

By creating an account, accessing the WellTheory platform, or using any WellTheory services, you acknowledge that you have read, understand, and agree to the following:

You authorize WellTheory, its affiliates, and its agents to collect, access, use, process, store, transmit, and disclose your personal information, health-related information, and any other data you provide or that is generated through your use of the WellTheory program (collectively, “Your Data”) to Junction (WellTheory’s technology and laboratory services partner), Junction’s contracted laboratory network (collectively, the “Junction Laboratories”), Junction’s contracted physician group(s) providing physician order services, results review, and clinical follow-up (the “Physician Group”), each of their employees, contractors, and subcontractors, and any successor or replacement performing substantially similar functions (collectively, “Authorized Recipients”). Your Data may be shared with and used by the Authorized Recipients for the purposes of ordering, processing, and reporting laboratory tests; generating and reviewing physician orders; communicating results to you and WellTheory; coordinating care, coaching, and wellness services; performing quality assurance, compliance, and audit functions; fulfilling obligations under applicable law; and any other purpose reasonably related to the WellTheory program and associated laboratory and physician services.

HIPAA Authorization. To the extent Your Data constitutes “protected health information” (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), you authorize: (a) WellTheory, your employer or employer-sponsored group health plan (to the extent it provides data to WellTheory), and their respective business associates to use and disclose your PHI; and (b) the Authorized Recipients to receive your PHI. The PHI covered by this authorization includes your name, date of birth, contact information, health plan information, medical history, diagnoses, medications, laboratory test orders and results (including critical results), physician orders and notes, health assessments, survey responses, symptom and dietary tracking data, and any other health-related data collected or maintained in connection with the WellTheory program. This authorization is for the purposes described above.

This authorization expires upon the earlier of two (2) years following the termination of your participation in the WellTheory program or the date you revoke it in writing by contacting WellTheory at support@welltheory.com. Revocation is effective upon receipt, except to the extent WellTheory or the Authorized Recipients have already acted in reliance on this authorization. If you revoke this authorization, you will no longer be able to access laboratory testing services through the WellTheory program. Your enrollment in the WellTheory coaching and wellness program is not conditioned on providing this authorization; however, without it, WellTheory cannot process laboratory test orders on your behalf. PHI disclosed under this authorization may be re-disclosed by the Authorized Recipients and may no longer be protected by HIPAA.

Physician Services. You acknowledge that certain laboratory tests require a physician order generated by the Physician Group, and that the Physician Group may review your health information and test results, including to follow up on critical findings. The Physician Group’s involvement is limited to laboratory ordering and results review and does not constitute an ongoing physician-patient relationship. You should consult your own healthcare provider regarding interpretation of test results and treatment decisions.

By clicking “I Agree,” creating an account, or proceeding with use of the WellTheory platform, you confirm that you have read and understand this authorization, you voluntarily consent to the collection, use, and disclosure of Your Data (including PHI) as described herein, you understand that WellTheory and the Authorized Recipients will retain records of your consent as required by applicable law and that such records may be made available for audit purposes, and you understand your right to revoke this authorization at any time subject to the limitations above.

5. Intellectual Property

The Service, including without limitation Our 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 to only use the Service for its intended purpose and will not attempt 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.

6. Right to Change Terms and Conditions

WellTheory may, at any time and from time to time, amend this Agreement in coordination with SHA. Any changes to this Agreement will be effective immediately upon posting of the changed terms and conditions on the Service. 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 AND SHA 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 ON BEHALF OF OURSELVES AND SHA 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. Disclaimer of Warranty; Limitation of Liability

THE SERVICE IS PROVIDED AS SET FORTH IN THE AGREEMENT BETWEEN WELLTHEORY AND SHA. 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 EXCEPT AS SET FORTH IN THE AGREEMENT; 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 EXCEPT AS SET FORTH IN THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS 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.

11. Indemnification

To the fullest extent permitted by applicable law, You agree to indemnify, defend, and hold harmless WellTheory, SHA and their respective 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.

12. 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.

13. Modification and Termination of the WellTheory Service

You may terminate your use of the Service at any time. 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, 14, 15, 16, 17, and 19, to the extent not otherwise prohibited by law.

14. 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 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.

Educational Plan: You are responsible for following any next steps of the educational 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.

15. 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 15 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 OR FEDERAL COURTS OF THE STATE OF DELAWARE 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 15 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 15 WILL BE ENFORCEABLE.

16. General Legal Terms

If any provision of these Terms are determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions of these Terms remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved.

17. Medical Advice

The Services are educational only, and are not considered medical advice. 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, 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.

18. 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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Privacy Policy

Applicable only to Sentara Health Administration, Inc. (“SHA”) Members.

At WellTheory we are committed to protecting the privacy and security of our customers’ data. This Privacy Policy describes how WellTheory and our subsidiaries and affiliated companies (collectively, “WellTheory,” “we,” or “us”) collect, use, disclose, and safeguard information about you in the course of performing services as a downstream contractor of Sentara Health Administration, Inc. Any information we collect when you access or use our mobile applications, and other online products and services (collectively, our “Service”), or when you otherwise interact with us, such as through our customer support channels is subject to the terms of the agreement (the “Agreement”) between us and SHA, for whom we act as a contractor.

Our Service is not intended for use by individuals under the age of eighteen (18). If you are under the age of eighteen (18), please do not provide any personal information to us or otherwise use our Service.

Scope of this Policy

This Policy applies to all consumer information that we collect, process, or store as part of our services performed under the Agreement. To the extent that any provisions of this Policy conflict with the Agreement, the terms of the Agreement shall govern.

Information We Collect

We may collect the following types of consumer information in the course of providing services:

Personal Information: Information that identifies, relates to, describes, or is capable of being associated with an individual, such as name, email address, phone number, or other similar identifiers.

Usage Data: Information about consumer interactions with the services, such as device information, IP addresses, and log data.

Other Information: Any additional data provided to us by SHA in accordance with the Agreement.

How We Use Information

We use consumer information solely for purposes specified in the Agreement, including but not limited to:

1. Delivering services on behalf of SHA.

2. Supporting service functionality and performance.

3. Complying with legal and regulatory obligations.

Disclosure of Information

We will not disclose consumer information to third parties except as follows:

1. To SHA: To fulfill obligations outlined in the Agreement.

2. As Required by Law: To comply with legal or regulatory requirements.

3. With Consent: When explicitly authorized by you, or SHA.

Data Retention and Security

We retain consumer information only as long as necessary to fulfill the purposes outlined in the Agreement or as required by law. We implement reasonable administrative, technical, and physical safeguards to protect consumer information from unauthorized access, use, or disclosure and follow the restrictions set forth in our Agreement with SHA.

Consumer Rights

To the extent applicable under the Agreement and relevant laws, consumers may have rights related to their information, including the right to access, correct, or delete their information.

Limitations of Liability

Our responsibilities and liabilities concerning consumer information are limited to those expressly outlined in the Agreement. This Policy does not create additional obligations beyond those specified in the Agreement.

Updates to this Policy

We reserve the right to update this Policy to reflect changes in our practices, legal requirements, or other operational considerations. Any updates will be effective upon posting, subject to the terms of the Agreement.

Data Retention

The length of time we retain your personal information depends on the requirements of applicable law. We will retain your personal information for as long as your relationship with us lasts and for a certain period thereafter, after which point it will be deleted or archived in accordance with applicable law. To determine that period, we take into account a number of factors, including our legal and regulatory obligations and whether we may need to retain personal information to resolve disputes, make and defend legal claims, conduct audits, pursue legitimate business purposes, and/or enforce our agreements.

Contact us

If you have any questions about this Privacy Policy, you can email us at support@welltheory.com

or send us written correspondence at the following postal address:

68 Tuscaloosa Avenue, Atherton, CA 94027