Terms of Service – Custom

Terms of Service

Well Dot, Inc. (“Well,” “Well Dot,” “we,” “us,” or “our”) operates a website located at www.well.co and mobile iOS and Android applications (collectively, the “Applications”) to provide health and wellness engagement information (the “Services”). Well does not provide any healthcare services itself. Please also consult our Privacy Policy for a description of our privacy practices and policies.

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 19 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 Services

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.

4. Children

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: privacy@well.co, 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

Any information and data you may share with Well through your use of the Applications, and the Services, including any personal information and any non-personal information collected by Well’s Applications and Services, is governed by these Terms and more generally, Well’s Privacy Policy (www.well.co/privacy) (the “Privacy Policy”), which is incorporated herein by reference. Well takes commercially reasonable measures to protect your personal information from unauthorized access, alteration, or destruction; maintain data accuracy; and ensure the appropriate use of your personal information. When we collect personal information directly from you and when you enter sensitive information on our forms, we encrypt the transmission of that information using secure socket layer technology (SSL) to encrypt transfer of data. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however.

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. Coverage Information

You authorize Well to request from health plans, and eligibility administrator the following: coverage, benefits, claims and related information on your behalf. Such requests do not include reviewing any prior authorization, referral, or medical necessity requirements. If your employer, ceases to have a relationship with Well, then you may lose access to any information provided by such third parties.

10. 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 month 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.

11. 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.

12. Intellectual Property

The Services, the Applications, and all information and/or content that you see, hear or otherwise experience in the Applications, including without limitation all files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through these Applications (collectively, “Content”) are protected by U.S. and international copyright, trademark and other laws, and belong to and are the property of Well or,  its partners, affiliates, contributors licensors, or your employer, as applicable. Subject to the terms of these Terms and the payment of all applicable fees, Well grants you a limited, non-exclusive, revocable, and nontransferable license to: (a) download, install and use the Application and its Content for your personal, non-commercial use on each mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and (b) to access and use our Services. As between you and Well, Well owns and retains all rights, title, and interest, including all related Intellectual Property Rights (defined below), in the Applications, Services, Content, and Analytics (as defined in the Privacy Policy), and any related materials, including without limitation, any content, technology, templates or software in or used to provide the Services or the Applications. These Terms do not transfer ownership of any kind in the Services, Applications, Content, Analytics or any related materials to you or any third party. The name “Well Dot”, “Well” the Well logo, and the product names associated with the Applications and Services are trademarks of Well and no right or license is granted to use them for any purpose. Without limiting the generality of the foregoing, you may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of Well without out express consent. The use or misuse of the Content, except as provided in these Terms or in any additional terms and conditions applicable to specific areas of the Applications, is strictly prohibited.

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.

13. 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, 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.

14. 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 call and send SMS text messages to your cell phone using an automatic telephone dialing system or 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 by sending an email to help@well.co with the subject line “STOP CALLS.”

15. Representations, Warranties and Disclaimer

WELL REPRESENTS AND WARRANTS THAT IT SHALL PERFORM THE SERVICES IN A TIMELY AND PROFESSIONAL MANNER USING COMPETENT PERSONNEL HAVING EXPERTISE SUITABLE TO THEIR ASSIGNMENTS. WELL REPRESENTS AND WARRANTS THAT THE SERVICES SHALL CONFORM TO OR EXCEED, IN ALL MATERIAL RESPECTS, THE SPECIFICATIONS DESCRIBED IN INFORMATION PROVIDED BY WELL, AS WELL AS THE STANDARDS GENERALLY OBSERVED IN THE INDUSTRY FOR SIMILAR SERVICES.

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS OF SERVICE. YOU UNDERSTAND THAT THE SERVICES, APPLICATIONS, OR OTHER CONTENT 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.

YOU UNDERSTAND THAT ANY HEALTH INFORMATION  PROVIDED BY WELL VIA THE SERVICES (INCLUDING AS MADE AVAILABLE ON THE APPLICATIONS) (“HEALTH INFORMATION”) IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY; (a)  ANY HEALTH INFORMATION IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTH CARE AND IS NOT MEANT TO REPLACE THE ADVICE OF A HEALTH CARE PROFESSIONAL; (b)  THE SERVICES DO NOT CONSTITUTE DIAGNOSIS OR TREATMENT OF ANY CONDITIONS; (y) THE INFORMATION PROVIDED THROUGH THE SERVICES AND APPLICATIONS ARE NOT INTENDED TO ADVOCATE THE USE OF ONE TREATMENT, HEALTH CARE PROVIDER OR DRUG OVER ANOTHER; AND (c) NO MEMBER SHALL RELY UPON ANY CONTENT AS A SUBSTITUTE FOR CONSULTATION WITH HIS OR HER OWN TREATING MEDICAL PROFESSIONAL AND IF A MEMBER RELIES ON ANY CONTENT PROVIDED VIA THE SERVICES OR APPLICATIONS, THE MEMBER DOES SO SOLELY AT HIS OR HER OWN RISK.

AUTHORIZED USERS ARE RESPONSIBLE FOR THE MAINTENANCE OF THE MOBILE DEVICE THEY USE FOR ACCESS TO THE APPLICATION.

WELL DOT DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM 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, 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.

16. Limitation of Liability

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, PROVIDED THAT SUCH INFORMATION OR CONTENT OTHERWISE COMPLIES WITH THE OBLIGATION OF THESE TERMS OF SERVICE. WELL IS NOT LIABLE TO ANY USER OR PERSON FOR THEIR USE OF ANY  REWARDS RECEIVED FROM PARTICIPATION IN THE APPLICATION OR FOR THE REDEMPTION OF GIFT CARDS OR OTHER REWARDS WHERE SUCH REWARDS ARE PROVIDED BY A THIRD PARTY.  USE AND REDEMPTION OF SUCH REWARDS IS GOVERNED BY THE TERMS OF SUCH THIRD PARTIES.

WELL WILL NOT BE LIABLE TO ANY USERS FORANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM,  CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (i) INABILITY TO ACCESS THE APPLICATIONS, INABILITY TO TRANSMIT OR RECEIVE DATA, OR DELAYS, NON-DELIVERY OR SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF WELL, THAT ARISE FROM OR RELATED TO YOUR TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; OR (ii) ERRORS, DEFECTS, UNAVAILABILITY OR NON-CONFORMITIES IN THE APPLICATIONS CAUSED, DIRECTLY OR INDIRECTLY, BY YOUR NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES USED BY YOU TO ACCESS OR USE THE APPLICATIONS OR SERVICES; (iii) ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A HEALTH SERVICE PROVIDER SELECTED BY AN AUTHORIZED USER FROM THE BANK OF AMERICA’S HEALTH PLAN PROVIDER LIST.

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 AS SET FORTH HEREIN TO THE GREATEST EXTENT PERMITTED BY LAW. YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.

Indemnification

You agree to defend, indemnify, and hold harmless Well and any affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity) of any third party, including fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use of the Services for unlawful purposes; (ii) the content or subject matter of any information you provide to Well or customer service agent; or (ii) any negligent or wrongful act or omission by you that results in a violation of the first paragraph of Section 3 (including the bulleted provisions) of these Terms.

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.

17. Term and Termination

These Terms of Service apply when you install and while you are using the Application. 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.

18. 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 help@well.co. 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.

Entire Agreement. Together with the additional terms and conditions applicable to specific areas of the Applications or to particular transactions, these Terms, and our Privacy Policy constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.

Choice of Law and Venue. Any and all disputes between you and Well, 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.

Harmful Code. The Services and any media used to distribute it shall contain no computer instructions, circuitry or other technological means (“Harmful Code“) whose purpose is to disrupt, damage or interfere with your use of your hardware, software, or systems.  Harmful Code shall include, without limitation, any automatic restraint, time-bomb, trap-door, virus, worm, Trojan horse or other harmful code or instrumentality that will cause the Services, your hardware, software or system to cease to operate.

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: legal@well.co, or (b) sending a letter via US Mail to:  Well Dot, Inc., 419 W Franklin Street, Chapel Hill NC 27516.

Last Revised: November 16, 2021, V2