Terms of Service
Terms of Service
Last Revised: November 16, 2021
BY ACCESSING AND USING THESE APPLICATIONS, OR ANY PORTION OF THE SERVICES, YOU AGREE (A) TO BE BOUND BY THESE TERMS OF SERVICES (THE “TERMS”) AND ALL APPLICABLE LAWS AND REGULATIONS GOVERNING THESE APPLICATIONS AND (B) THAT WELL MAY, AT ANY TIME AND IN ITS SOLE DISCRETION, DISCONTINUE OR MODIFY THE APPLICATIONS OR SERVICES, INCLUDING ELIMINATING OR ADDING FUNCTIONALITY THAT MAY AFFECT OR ALTER YOUR EXPERIENCE USING THE APPLICATIONS OR SERVICES. CERTAIN FUNCTIONALITY OF THE APPLICATIONS OR SERVICES MAY REQUIRE YOUR EMPLOYER, HEALTH PLAN OR PROVIDER TO HAVE A RELATIONSHIP WITH WELL, AND IF THAT RELATIONSHIP DOES NOT EXIST OR IS TERMINATED, YOU MAY LOSE ACCESS TO CERTAIN FUNCTIONALITY OF THE APPLICATIONS OR SERVICES. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THESE APPLICATIONS FOR ANY PURPOSE. WELL’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS, IF THESE TERMS ARE CONSIDERED AN OFFER BY WELL DOT; ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
If you are receiving access to these Applications or the Services through your employer, additional terms and conditions may be present between your employer and Well (an “Employer Agreement”). In such a case, in the event of a conflict between these Terms and the Employer Agreement, these Terms will govern and control.
Please review Section 22 below for important terms regarding bringing a dispute against Well.
1. Health Information
You understand and agree that any health information and other content appearing in the Services is for informational purposes only, and that Well cannot guarantee the accuracy or completeness of such information and other content. The Services do not create a physician-patient or other treatment relationship between you and Well. You are ultimately responsible for whether or not you agree to participate with and use our Application, or any specific service, information, or journey made available through the Application. IF YOU RELY ON ANY CONTENT FOUND ON THE SERVICES OR APPLICATION, YOU DO SO SOLELY AT YOUR OWN RISK. The Services are not meant to diagnose or treat any conditions or replace the advice of health care professionals. In addition, the information provided through the Services is not intended to advocate the use of one treatment, health care provider or drug over another – only your medical professional can determine the right course of treatment for you and determine what is safe, appropriate and effective based on your needs. We encourage you to independently confirm any content relevant to you with other sources, including a primary care physician or any other healthcare professional. You should see your healthcare provider for any medical condition regarding suggested treatment and provider alternatives and consult your physician before taking any drug or changing or stopping any course of treatment.
If at any time, you are concerned about your care or the information provided through the Services, or you believe (or someone else advises you) that you have or suspect that you have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest open clinic or emergency room.
THE SERVICES ARE NOT DESIGNED, INTENDED, OR APPROPRIATE TO ADDRESS SERIOUS, EMERGENCY, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.
If you do not know the answer or how to answer a question (or if you do not understand what is being asked) stop using the Services and immediately contact an available health care provider.
Information provided through the Services with respect to providers, such as physician or facility listings, are derived from listings of in-network providers furnished by your health plan (or other third party providers) and are not intended to limit your ability to select your treatment provider. In addition, Well cannot guarantee whether a particular provider is accepting new patients or the accuracy of information contained in provider directories, including a particular provider’s network status, address or office hours.
Not an Insurance Product
Well is not an insurer. The Services are not insurance products, and the amounts you pay to Well are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.
2. Accuracy and Integrity of Information
Well reserves the right to unilaterally correct any inaccuracies on the Applications without notice. Information contained on the Applications may be changed or updated without notice. Additionally, Well shall have no responsibility or liability for information or Content posted to the Applications from any non-Well affiliated third party.
3. Use of the Service
Well grants you permission to use the Services (including the Applications) for your personal use. Your use of the Applications is further limited as follows:
You agree not to use the Services for unlawful purposes, and you agree to comply with all applicable laws, rules and regulations while using the Services. This includes not using the Services to post or transmit any threatening, harmful, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
You agree not to use the Services to disrespect or violate the privacy or views of others.
You agree not to use the Services to impersonate another person or supply false information about yourself or another person.
You agree not to allow any other person or entity to use your identification to post or view comments, or to otherwise access or use the Services.
You agree not to collect or use any information or other data available via the Services inappropriately.
You may not distribute, modify, copy (except as set forth in these Terms), reproduce, create derivative of, reverse engineer or otherwise attempt to derive the source code (or the underlying ideas, algorithms, structure or organization) from the Services (including the Applications) (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), display, reuse, publish, transfer, translate, sell, encumber, rent, timeshare, loan sublicense, transfer, distribute or otherwise use the Applications, except as specifically authorized in these Terms, without Well’s written permission.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Application, deep-link to any feature or content on the Application, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Application. Violations of system or network security may result in civil or criminal liability. Well may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Application or any activity being conducted on this Application.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not collect or solicit personally identifiable information from children under 13; if you are under 13, do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at by: (a) sending an email to: firstname.lastname@example.org, or (b) sending a letter via US Mail to: Well Dot, Inc., 419 W Franklin Street, Chapel Hill NC 27516.
5. User Representation
You represent and warrant that you are at least 18 years of age and possess the legal right and ability to agree to these Terms and to use the Services in accordance with these Terms.
You represent and warrant that any information you provide in using the Services or the Applications will be truthful, honest and complete, and will not contain any inaccuracies, including but not limited to any inaccuracies resulting from the omission of relevant information.
By completing a Well transaction you are consenting to truthfully completing questions to the best of your knowledge and ability.
6. Registered Users; Site Access; Passwords
If you meet the eligibility requirements as established by Well in its sole discretion, you may sign up to become a Registered User of the Services provided through the Applications. Access to the Application and Services or certain portions thereof, (“Protected Areas”) will require you to establish a login identity or user name (a “user ID”) and password. The password provides vital security in preventing unauthorized access to your user data, health information, confidential information, and account. You are responsible for selecting a secure password.
You agree to access Protected Areas using only your user ID and password. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. You also agree to promptly notify us of any unauthorized use of your User ID, password or any other breach of security that you become aware of involve or relating to the Services. Your access to the Applications may be revoked by Company at any time with or without cause.
You may choose to invite a legal dependent over the age of 18 to create an account to become a Registered User (such as a parent, spouse, family member or other legal dependent). By inviting this person to create an account, you confirm that this person meets the eligibility requirements to create an account.
7. Personal Information and Privacy Statement
8. Communicating with Well
The Applications may contain functionality for you to communicate with Well Guides. We cannot guarantee that Well Guides will always be available at times you attempt to contact them. Well will use commercially reasonable efforts to notify you of the hours during which Well Guides are typically available to communicate with you. Your access to any Well Guide will be immediately terminated if you breach these Terms.
When you use the Application or Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically, and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Well may contact you by telephone, mail, or email to verify your Account information. Well may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Application and the Services until you provide the information to us as requested.
9. Subscription Terms and Through Application Purchases
Your Well subscription may start with a free trial. The duration of the free trial period will be specified during sign-up and is intended to allow new and certain former users to try the Services. Free trial eligibility is determined by Well at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Individuals, households, or members of an organization with an existing or recent Well membership may not be eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent Well membership to determine eligibility. For combinations with other offers, restrictions may apply. We will charge the membership fee for your next billing cycle to your payment method that you provide and your subscription will automatically renew unless you cancel your subscription prior to the end of the free trial period. To view the applicable subscription price and end date of your free trial period, visit our Application and click Subscription Link on the Settings page under your Profile.
If you purchase a subscription to our Services, or if you continue use of the Services after the free trial provided above, your subscription is continuous and will be automatically renewed at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period by contacting Well at email@example.com. If you cancel your subscription, your account will automatically close at the end of your current billing period; if your billing period is annual, your account will close at the end of the month in which you cancelled and you will receive a pro-rated refund for the months remaining in your annual subscription, based on the annual subscription fee. Well may change the price for your Well subscription, from time to time and will communicate any price changes to you in advance and, if applicable, Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Services prior to the price change going into effect.
Our payment processors accept credit and debit cards issued by U.S. banks (your “payment method”). You authorize and agree that the payment method you submit may be used automatically by Well or its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Well or its payment processors may obtain preapproval for an amount up to the amount of the payment. You agree to allow Well’s payment processors to securely store your payment method. If you enroll to make recurring payments automatically, all charges and fees will be billed to the payment method you designate during the setup process. You have the right to revoke this authorization by contacting Well via payments @wellstagingstg.wpengine.com at least 15 days prior to the scheduled payment date. You understand and acknowledge that Services may be cancelled or withheld if you revoke this authorization, and that you are still responsible for all charges incurred by you or are otherwise owed to Well. This authorization will remain in full force and effect until revoked by you or Well. If you want to designate a different payment method or if there is a change in your payment method, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If Well is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Well may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Well with the payment method company, provided the transactions correspond to the terms indicated in these Terms.
In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the products or services listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.
10. Coverage Information
Well may request from employers, health plans, or providers, eligibility, coverage, benefit, claims and related information on an individual’s behalf. Such requests do not include reviewing any prior authorization, referral, or medical necessity requirements. If your employer, health plan or provider ceases to have a relationship with Well, then you may lose access to any information provided by such third parties.
11. Rewards Program
Well offers a rewards program (the “Rewards Program”) to subscribers of its Services pursuant to which the subscriber can earn points (“Points”) which can be redeemed for certain rewards (“Rewards”) subject to these Terms. You acknowledge and agree to the terms and conditions for participation in the Rewards Programs as set forth in this section.
Points are earned when a subscriber uses certain of Well’s Services, performs certain activities, or wins a Well sponsored sweepstakes, as communicated to you within the Application. There are no guarantees that the specific Reward requested will be available. Points have no cash value and may not be redeemed for cash. Points may not be purchased with cash, credit card or cash equivalents. No credit will be issued for any Points that are not redeemed. Points or Rewards may not be assigned, sold, bartered, traded, exchanged, given away or otherwise transferred, by operation of law or otherwise. Well reserves the right to revoke and not honor any Points or Rewards that have been transferred or sold. Well is not responsible for the loss, theft or misuse of Points and for any transactions made using Points.
All Rewards decisions are final. If you redeem Points to receive a Reward through the Rewards Program, the transaction is binding upon making the Reward selection and cannot be revoked. There are no refunds of Points after they have been redeemed.
You and your employer (if applicable) are solely responsible for the payment of all local, state, federal, and foreign taxes, if any, which may result from the Rewards received as part of the Rewards Program. As a condition to participation in the Rewards Program and the receipt of any Rewards, you agree to cooperate in full with all requests from Well to provide any information necessary for Well to comply with its reporting obligations, if any, under applicable local, state, federal, and foreign laws, including, but not limited to, completing a Form IRS W-9 or equivalent.
Well reserves the right to alter or modify the Rewards Program at any time at its sole discretion without prior notice. Your continued participation in the Rewards Program following any such changes constitutes your acceptance of such changes.
Well reserves the right to terminate the Rewards Program at any time, for any reason, upon notice given on its website, even though termination may affect a subscriber’s ability to accrue or use his or her Points. Points must be redeemed within one calendar year after cancellation or termination of your subscription, and if not used by such date, the Points and all rights to Rewards will expire. If you renew your subscription within one calendar year of the cancellation or termination of your subscription, the Points earned before the cancellation or termination shall be made available to you for redemption for the duration of the renewed subscription period plus one calendar year following the cancellation or termination of the renewed subscription.
Well reserves the right to discontinue participation for any subscriber who acts in violation of these Terms, local or federal laws, statutes or ordinances or if there are reasonable grounds for suspecting fraud, theft, or dishonesty in connection with the Rewards Program, as determined by Well in its sole discretion.
12. Links to Third Party Sites
13. Geographic Limitations on Use
Like most Internet web sites and mobile applications, these Applications are accessible worldwide. However, not all Services are available to all persons or in all geographic locations. Well reserves the right to limit the provision of its Services to any person, geographic area, or jurisdiction and to limit the quantities of any Services that it provides. We will provide notice to you should such limits be applied. Any Services identified in the Applications is only available where Well, or any other entity offering the Services in the Applications, is licensed or authorized to do business.
The Applications or Services are not intended for use outside the United States of America. Accessing our Application or using our Services from jurisdictions where they may be illegal, or where we do not offer our Services, is prohibited.
14. Intellectual Property
You may use the Content solely for your personal use as authorized by these Terms. You may not use, copy, distribute, modify, reproduce, resell or publish the Content, or otherwise make it publicly available except for purposes authorized by these Terms or otherwise approved in writing by Well. Any Content regarding physicians, physician practices, and the diagnosis and treatment of medical conditions may only be used in connection with seeking medical treatment.
From time to time, Well may solicit Feedback from you regarding your experience using the Services. “Feedback” means all descriptions, assessments and suggestions related to the Services, including the Applications, (such as with regard to problems functions, features, changes or improvements), and other data, results and information arising out of any testing, use or evaluation of the Applications and/or Services. Well owns and retains all rights, title and interests (including intellectual property and proprietary rights) in and to the Applications, Content, and Services (and underlying technology platform).
You grant to Well a royalty-free, perpetual, irrevocable, sublicensable and transferable license to use all Feedback and any other suggestions, ideas, enhancement requests, or recommendations provided by you, any Registered User or any other party relating to the Services. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights.
You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under these Terms, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms. Well and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
15. User Information
If you submit, upload, post, or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Application (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Application users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Well that you have the legal right and authorization to provide all User Information to Well for use as set forth herein and required by Well.
Well may de-identify your information such that it is no longer considered protected health information or personally identifiable information. Well may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.
You agree not to access the Application or use the Services in any unlawful way or for any unlawful purpose.
16. Consent to Receive Calls or SMS Text Messages
By entering your cellular phone number or providing an updated mobile phone number within the Application, you expressly authorize Well to use an automatic telephone dialing system to call or send SMS text messages to your cell phone or send a prerecorded message to your cell phone number to provide information, assist you in completing your enrollment or in downloading our application, service your account, investigate or prevent fraud, or for marketing purposes. Additionally, you authorize Well to follow up in order to remind you of upcoming sessions or provide messages that assist you with your goals. Standard minute and text charges from your cellular provider may apply. You do not have to agree to receive autodialed or prerecorded calls or texts to your cellular phone in order to use Well. You may opt-out of autodialed or prerecorded calls and texts by sending an email to firstname.lastname@example.org with the subject line “STOP CALLS.”
17. Disclaimer of Warranties
YOU UNDERSTAND THAT THE SERVICES, APPLICATIONS, OR OTHER CONTENT MAY BE EXPERIMENTAL OR PRELIMINARY AND ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OF ANY KIND. WELL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE APPLICATIONS, THE SERVICES, THE REWARDS PROGRAM AND RELATED REWARDS, AND THE CONTENT, OR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE INFORMATION OR SERVICE INCLUDED IN THE SERVICES AND/OR APPLICATIONS OR THAT THE SERVICES OR THE REWARDS PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED WEBSITE OR ANY LINKED LINK CONTAINED IN A LINKED WEBSITE EXCEPT TO THE EXTENT THAT SUCH WEBSITE OR LINK IS OWNED AND OPERATED BY WELL OR ITS AFFILIATE(S).
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS APPLICATION, APPLICATION-RELATED SERVICES AND PARTICIPATION IN THE REWARDS PROGRAM, AND LINKED WEBSITES. WELL DOT DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. WELL DOT DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE APPLICATION, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS. WELL DOT DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR RESULTS OR OUTCOMES FROM USE OF THE SERVICES OR ANY PARTICIPATION WITH THE APPLICATION.
18. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL WELL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SERVICES, LOSS OF DATA, INTERRUPTION OR LOSS OF USE OF ANY EQUIPMENT, MENTAL ANGUISH, EMOTIONAL DISTRESS, OR INVASION OF PRIVACY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE APPLICATIONS, THE SERVICES, THE CONTENT OR THE REWARDS PROGRAM, EVEN IF WELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
WELL IS NOT LIABLE TO ANY USER OR PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION OR CONTENT DISPLAYED OR PROVIDED IN THESE APPLICATIONS OR THE REWARDS PROGRAM. WELL IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A PROVIDER SELECTED IN THE APPLICATIONS.
WELL IS NOT LIABLE TO ANY USER OR PERSON FOR THEIR USE OF ANY PRODUCTS OR SERVICES (INCLUDING THE REWARDS PROGRAM AND THE RELATED REWARDS) SOLD OR PROVIDED BY THIRD PARTY PARTIES WITH WHICH WE ARE AFFILIATED. YOUR USE OF SUCH PRODUCTS OR SERVICES IS COVERED BY THE TERMS OF SUCH THIRD PARTY AFFILIATES.
EXCEPT WHERE LAW PROVIDES OTHERWISE, WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF OUTSIDE VENDORS OR INFORMATION PROVIDERS, OR FOR PERFORMANCE (OR NON-PERFORMANCE) WITHIN OUTSIDE NETWORKS OR INTERCONNECTION POINTS BETWEEN OUR SERVICES AND OTHER NETWORKS AND/OR WEBSITES THAT ARE OPERATED BY THIRD PARTIES. WE ALSO MAKE NO REPRESENTATION REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH OUR SERVICES, AND YOU AGREE AND ACKNOWLEDGE THAT AT TIMES YOUR ABILITY TO ACCESS OUR SERVICES MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ANY ACTION WE CONSIDER APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT THEY WILL NOT OCCUR, AND ACCORDINGLY WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, WELL’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED THE GREATER OF (A) FIFTY DOLLARS OR (B) THE FEES PAID TO US DIRECTLY BY YOU HEREUNDER (IF ANY) IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.
20. Breach and Remedies
If you are dissatisfied with the Applications, the Services, the Rewards Program, the Content, or the Terms, your sole and exclusive remedy is to discontinue using the Applications, Services or Rewards Program. Without limiting any other rights and remedies available to us, we reserve the right in our sole discretion and without prior notice, to end or restrict your access to our Services or the Applications or block or restrict your future access to the Services or Applications for any reason. These remedies are in addition to any other remedies we may have at law or in equity.
21. Term and Termination
The term of these Terms commences when you install the Application and will continue in effect until terminated by you or Well as set forth in these Terms. Well may terminate these Terms at any time without notice if it ceases to support the Application, which Well may do in its sole discretion. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms. Termination will not limit any of Well’s rights or remedies at law or in equity. Upon termination: (i) all rights granted to you under these Terms will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
22. General Provisions
Application Support. All questions and requests relating to Application support must be directed to Well. To submit a support request, please email us at email@example.com. The Select Third Parties, as defined below, are not responsible for providing support for the application portions of the Application and may not be contacted for support. Well will use commercially reasonable efforts to respond to questions and provide support to you.
Modified Devices and Operating Systems. Well will have no liability for errors, unreliable operation, or other issues resulting from use of the Application on or in connection with rooted or jail broken devices or use on any Mobile Device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Application on Modified Devices will be at your sole and exclusive risk and liability.
No Liability for Select Third Parties. Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Application, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms, and they do not own and are not responsible for the Application. Well, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Application or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. YOU AGREE: (A) THE SELECT THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE SELECT THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS OR THE APPLICATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECT THIRD PARTIES ARISING OUT OF THE APPLICATION AND THESE TERMS. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS, AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Application or your possession and use of the Application infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.
Choice of Law and Venue. Any and all disputes relating to these Terms, your use of the Applications, the Services, the Rewards Program, or the Content (collectively, “Disputes”) are governed by, and will be interpreted in accordance with, the laws of the State of North Carolina, without regard to any conflict of laws provisions. Any Dispute will be venued in a state or federal court situated in the State of North Carolina, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. If you access these Applications from outside the United States, you assume all risks and you are solely responsible for compliance with your jurisdiction’s laws and requirements.
YOU AND WELL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Well agree otherwise, the judge or arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The judge or arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Severability. If any provision of these Terms are determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in force. A waiver of any of the Terms is not to be interpreted as a further or continuing waiver of that or any other term or condition.
Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.
Assignment. These Terms and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, Well may subcontract performance of all or any part of the Services and may assign these Terms (and all of its rights and obligations hereunder) to any successor to all or substantially all of its business which concerns these Terms (whether by sale of assets or equity, merger, consolidation, reorganization or otherwise). These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.
General Contact Information. If you have any questions about these Terms, the Applications, the Services, the Rewards Program, or the Content, you may contact us by: (a) sending an email to: firstname.lastname@example.org, or (b) sending a letter via US Mail to: Well Dot, Inc., 419 W Franklin Street, Chapel Hill NC 27516.
23. Changes to the Terms
We reserve the right to change the Terms at any time and at our sole discretion, but if we do, we will bring it to your attention by placing a notice on the www.wellproduction.wpengine.com website, by sending you an email, and/or by some other means, including without limitation, updating this posting. You should, therefore, periodically visit the www.wellproduction.wpengine.com website and/or this page to review the current Terms, so you are aware of any such revisions to which you are bound. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes and such use will constitute your agreement to the revised Terms. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages within the Applications.