Terms of Service
These Terms of Service (“Terms”) govern the contractual relationship between:
- The Well Well LLC, a company governed by the laws of the State of Nevada, USA, having its registered office located at The Well Well LLC, 2654 W Horizon Ridge Pkwy Ste B5 pmb1095, Henderson NV 89052
and
- each Practitioner (as defined below), Consumer (as defined below), individual, entity, user, or visitor (collectively “you” or “your”) (i) accessing Well Well’s website located at www.thewellwell.co (hereinafter referred to as “Website”), and/or (ii) using the Intermediary Services available via the Platform (both defined under Section 2.1 of these Terms).
You and Well Well shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website and Platform (defined below). Your access to the Website and Platform (defined below) and your use of the Intermediary Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.
1. Acceptance Of Terms
By accessing the Website and by using the Intermediary Services (defined below) on the Platform (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Intermediary Services (defined below) on the Platform (defined below), and (ii) refrain from accessing the Website.
Your continued use of the Website and use of the Intermediary Services on the Platform (both defined below) shall be deemed to constitute your acceptance of these Terms.
2. Modification Of Terms
Well Well reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Intermediary Services on the Platform (both defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.
3. Platform & Intermediary Services
3.1; Intermediary Services. Through the Website, Well Well:
(i) Provides Practitioners and Consumers (both defined below) with a Web-based marketplace platform embedded into the Website (hereinafter referred to as “Platform”) in order for health and wellness practitioners/instructors (collectively the “Practitioner(s)”) to build, post, advertise, and promote the Practitioner’s Wellness Services (as defined below);
and
(ii) Connects Practitioners directly with potential/prospective clients/customers/consumers (“Consumer(s)”) interested in making use of the Practitioner’s Wellness Service(s) posted by the Practitioner on the Platform,
(collectively hereinafter referred to as the “Intermediary Service(s)”).
3.2 Intermediary Services Provided to Practitioners. As part of the Intermediary Services, and via the Platform, Well Well provides each Practitioner with the tools to:
(i) Build, post, advertise, and promote the Practitioner’s online professional profile, and list the health/wellness services offered by the Practitioner to Consumers within the United States of America (“Practitioner’s Wellness Service(s)”);
(ii) Post, advertise and promote any additional information in relation to the Practitioner’s Wellness Services, including but not limited to details of the services, text, images and relevant pricing options;
(iii) edit Practitioner’s Wellness Services posted, advertised and published on the Platform by the Practitioner; and
(iv) connect and communicate directly with Consumers.
3.3 Intermediary Services provided to Consumers. Well Well provides Consumers, via the Platform, with the ability to:
(i) browse and view active Practitioner’s Wellness Services posted by Practitioners on the Platform;
(ii) connect and communicate directly with Practitioners in relation to a Practitioner’s Wellness Service on the Platform;
(iii) attend monthly workshops hosted by Well Well; and
(iv) participate in/subscribe to one-off virtual classes and sponsored workshops.
3.4 Well Well may, from time to time and without giving any reason or prior notice to the Consumer and Practitioner, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Consumer and Practitioner from accessing the Platform. Practitioner and Consumer acknowledge and agree that Well Well may:
(i) monitor, review or otherwise control any activity, content or material on the Website and Platform to verify Consumer’s and Practitioner’s compliance with these Terms and may take any action Well Well deems appropriate;
(ii) prevent or restrict access of any Consumer and/or Practitioner to the Website and Platform;
(iii) report any activity, Well Well suspects to be in violation of any applicable law, statute or regulation, to the appropriate authorities, and to co-operate with such authorities; and/or
(iv) request any additional information from Consumer and/or Practitioner in connection with Consumer’s and/or Practitioner’s use of the Website and Platform.
3.5 Each Consumer acknowledges, understands and agrees that Well Well does not:
(i) guarantee that the Practitioners on the Platform are licensed with the applicable authorities/bodies or legally able to provide the Practitioner’s Wellness Services in the Practitioner’s jurisdiction. As such each Consumer shall be solely responsible for performing all due diligence activities when interacting with any and all Practitioners on the Platform.
(ii) screen the authenticity, accuracy and completeness of the posted by Practitioners on the Platform.
(iii) Process any Practitioner’s Wellness Services, on behalf of Practitioner to Consumers on the Platform. As such, Well Well only provides Consumers with the Platform as a means to connect with Practitioners via the Practitioner’s Wellness Services posted on the Platform.
(iv) facilitate the provision of any of Practitioner’s Wellness Services via the Platform to Consumers and as such is not a party to any service transaction between the Practitioner and Consumer. All service transactions between the Practitioner and Consumer shall be conducted outside the Platform and shall be strictly between the Practitioner and Consumer.
(v) guarantee the (a) results, and (b) number of Customers who will access and use the Practitioner’s Wellness Services.
(vi) guarantee that the Intermediary Services will generate a profit or a return on investment or positive feedback for the Practitioner. Well Well cannot therefore be liable to each Consumer or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the Intermediary Services.
(vii) take any responsibility for the quality of the Practitioner’s Wellness Services or the effect such Practitioner’s Wellness Services will have on each Consumer’s emotional, mental, or physical health and well-being.
3.6 You acknowledge that Well Well shall not be responsible for (i) conducting any background checks on Practitioners listed on the Platform, (ii) screening the authenticity or quality of any Practitioner’s Wellness Service, third party material, content, data, products or services found by you through the Website and/or Intermediary Services, (iii) the accuracy and recommendations provided to you by any Practitioner listed on the Platform in relation to any Practitioner’s Wellness Service, and (v) any business transactions/dealings between you (on the one hand) and any third party organizations/companies and/or individuals (on the other hand) found on or through the Website, Platform and/or Intermediary Services.
3.7 Consumer expressly agrees that Practitioner’s Wellness Services and all exercise or wellness classes/workshops shall be undertaken at Consumer’s sole risk and that neither Well Well, nor Well Well’s officers, directors, employees or agents shall be liable to Consumer nor any other person, for any claims, demands, injuries, damages, actions or causes of action, whatsoever, to Consumer’s person or property arising out of or connected to the Practitioner’s Wellness Services, and Consumer hereby release and discharge Well Well from all claims, demands, injuries, damages, action, or causes of actions and from all acts of active or passive negligence on the part of the Practitioner.
3.8 You acknowledge and understand that While well well is neither the buyer/user nor the seller/provider of the practitioner's wellness Services. Well well merely acts as a service provider and as such provides the Intermediary platform to enable practitioners and consumers to enter into Service transactions. practitioner and consumer shall assume all risk In connection with the practitioner’s wellness services provided by Practitioner to consumer, including the safety and conduct of such practitioner Or consumer. Well well shall not be responsible or liable for any acts or Omissions of the consumer and/or practitioner.
3.9 Each Consumer acknowledges that Well Well may change, suspend or discontinue any or all of the Intermediary Services, at its sole discretion at any time, without notice and for any or no reason.
4. Registration, Password And Security
4.1 To be able to use the Intermediary Services and for each:
(a) Practitioner to post/advertise/promote Practitioner’s Wellness Services on the Platform,
or
(b) Consumer to view the Practitioner’s Wellness Services and connect with Practitioners listed on the Platform,
Practitioner and Consumer must register on the Website by providing all required information which shall include but not be limited to the following:
(i) Practitioner – full name and email address; and
(ii) Consumer – full name and email address.
An account shall thereafter be opened by Well Well, in its sole discretion, for you (whether you are a Practitioner or Consumer) on the Website (“User Account”). Each User Account may only be registered and used by one (1) single entity or individual. You may not access any third party’s account or authorize any third party to access a User Account on the Practitioner’s or Consumer’s behalf. You acknowledge and agree that Well Well may in its sole discretion (a) reject the registration of any User Account for any or no reason, and (b) deny Consumer and/or Practitioner with access to the Website (including the Platform) for any or no reason without any obligation for Well Well to disclose or explain the reason to Consumer or Practitioner.
4.2 You agree to:
(i) provide true, accurate, current and complete information about yourself as prompted by Well Well’s registration process on the Website; and
(ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
4.2; If you provide any information to Well Well that is untrue, inaccurate, outdated, or incomplete, or if Well Well has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Well Well may close your User Account on the Website and/or deny you the ability to access and use the Intermediary Services.
4.3; You may indicate, during registration process, to Well Well your choice of User Account username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Well Well immediately of any unauthorized use of your User Account or any other breach of security. Well Well shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Well Well due to any third party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (a) use the User Account of another Practitioner or Consumer registered on the Website (including the Platform) without the express permission of such User Account holder, and further acknowledge that the User Account is for use by one user only, and (b) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Intermediary Services on the Platform.
5. Using Practitioner’s Wellness Services On The Platform
5.1 Consumer may access and use a specific Practitioner’s Wellness Service posted on the Platform by communicating directly with the specific Practitioner via the contact details provided by the Practitioner on the Platform.
5.2 Consumer acknowledges and agrees that:
(i) Well Well does not facilitate the service transaction(s) between Consumer and Practitioner. As such, Consumer acknowledges and agrees that any corresponding Practitioner’s Wellness Service agreement shall be solely and exclusively entered into by and between Consumer and Practitioner;
(ii) Practitioner shall be solely and exclusively responsible for setting the price, and applicable terms and conditions for each of Practitioner’s Wellness Services posted on the Platform;
(iii) all of Practitioner’s Wellness Service(s) on the Platform shall be provided to Consumer by Practitioner only; and
(iv) it is Consumer’s sole and exclusive responsibility to (a) seek appropriate medical advice to assure that the non- state licensed wellness services provided by Practitioner via the Platform are suitable for Client, and (b) seek the appropriate medical care in the event of illness, disease, or if other adverse conditions are suspected, known or become suspected or known by Consumer, prior to or while receiving Practitioner’s Wellness Services.
Posting/advertising/promoting Practitioner’s Wellness Services Via The Platform And Practitioner’s Obligations
6.1 Practitioner may freely list/post Practitioner’s Wellness Service(s) on the Platform provided that Practitioner meet(s) any applicable requirement set by Well Well from time to time.
6.2 Practitioner shall be solely responsible for (i) creating, drafting, determining and posting the relevant information and description of the Practitioner’s Wellness Service(s); and (ii) setting the price for Practitioner’s Wellness Service(s) which are promoted and listed on the Platform. Practitioner agrees to provide accurate and current details about Practitioner’s Wellness Service(s) posted on the Platform.
6.3 Practitioner acknowledges and agrees that Practitioner shall:
(i) be solely responsible for monitoring the availability of any of Practitioner’s Wellness Services posted on the Platform to ensure that all Practitioner’s Wellness Services posted on the Platform truly exist, are valid and current;
(ii) respond to all Consumer’s enquires relating to the Practitioner’s Wellness Service promptly; and in a professional and respectful manner; and
(iii) immediately remove any Practitioner’s Wellness Service(s) posted on the Platform that is no longer active or available.
6.4 Practitioner undertakes that Practitioner will not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of Well Well.
6.5 Practitioner acknowledges and understands that Well Well reserves the right to remove any and all of Practitioner’s Wellness Services posted on the Platform for any or no reason, without liability to Practitioner.
6.6 Compliance. Practitioner shall comply with all applicable laws, rules and regulations, and shall obtain all licenses, permits and approvals required in relation to the (i) provision of Practitioner’s Wellness Service(s) to Consumers on the Platform; and (ii) the promotion, advertising, and marketing of Practitioner’s Wellness Services by Practitioner on the Platform.
6.7; Should the Practitioner be subject to the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 (as amended) and therefore be considered a ‘Covered Entity’ (as such term is defined under the HIPAA) when providing the Practitioner’s Wellness Services to Consumers via the Platform, then Practitioner warrants that all Consumers’ protected health information gathered by Practitioner will be stored and used in compliance with the HIPAA.
7. Subscription Plans
7.1 Your use of the Intermediary Services shall be billed on a recurring and periodic basis. Well Well currently offers Practitioners and Consumers with different subscription plans on the Website, tailored to Practitioner’s or Consumer’s intended use of the Intermediary Services and which shall enable Practitioner and Consumer to use selected Intermediary Services (“Subscription Plan(s)”). Each Subscription Plan shall include restrictions and requirements that outline the features of the Subscription Plan that you will have access to as well as the applicable fee. The features of each Subscription Plan shall be further detailed on the Website.
7.2 Both Practitioners and Consumers will be billed by Well Well on a recurring and periodic basis (“Billing Cycle”). Billing Cycles may be set on a monthly or yearly basis.
7.3 At the end of the Billing Cycle, the Practitioner’s and Consumer’s Subscription Plan will terminate (i.e., not automatically renew).
7.4 A valid payment method, including credit card or debit card, is required to process the payment for Practitioner’s and Consumer’s selected paid Subscription Plan. When a Practitioner or Consumer subscribes to a paid Subscription Plan, they shall provide Well Well with their full name, business name (if applicable), address, postal code, telephone number, and credit card details. By submitting such payment information, Practitioner or Consumer automatically authorizes Well Well to charge all Subscription Plan Fees (defined below) owed by Practitioner or Consumer to Well Well, to Practitioner’s or Consumer’s credit card.
7.5 Practitioners and Consumers shall both provide Well Well with accurate and complete credit card details to ensure a valid payment method. Practitioners and Consumers both warrant that they are authorized to use their respective chosen credit card as a payment method. Practitioner and Consumer shall notify Well Well of any changes to their respective credit card details and invoicing address.
8. Subscription Plan Fees
8.1 For each Subscription Plan, offered by Well Well on the Websites or Mobile App, a specific monthly/annual fee (which varies according to the Subscription Plan you select) shall apply (“Subscription Plan Fee(s)”).
8.2 Well Well may in its sole discretion and at any time, modify the Subscription Plan Fees (defined below). Any Subscription Plan Fee (defined below) change will become effective at the end of the then-current Billing Cycle.
8.3 Practitioners and Consumers shall pay Well Well all Subscription Plan Fees associated with their respective selected Subscription Plan on time. Subscription Plan Fee Payments shall be strictly non-refundable.
8.4 By completing the required registration on the Website for a specific Subscription Plan, Practitioner and Consumer agrees to authorize Well Well and/or our third party payment processor such as Stripe, to charge the Practitioner’s or Consumer’s respective credit card on a recurring monthly/annual basis, until cancellation of the Subscription Plan or until termination/suspension of these Terms as further provided under these Terms, for (i) the applicable Subscription Plan Fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.
8.5 If Well Well does not receive payment from Practitioner’s or Consumer’s verified payment method on the due date, Practitioner or Consumer shall be unable to use the Intermediary Services and Well Well may in its sole discretion close and cancel the Practitioner’s or Consumer’s User Account without any notice to such Practitioner or Consumer.
8.6 Practitioners and Consumers agree to notify Well Well of any billing queries and errors within thirty (30) calendar days after receipt by Practitioner or Consumer of their respective invoice. Should you not notify Well Well of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date.
8.7 Well Well does not guarantee that the Subscription Plans offered on the Website will be offered indefinitely and reserves the right to change the Subscription Plan Fees and to alter the features and options associated with any particular Subscription Plan.
9. Taxes
9.1 Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
9.2 You shall be solely responsible for the payment of any and all Taxes associated with the use of the Practitioner’s Wellness Services posted on the Platform as part of your use of the Intermediary Services.
10. User Content
10.1 Well Well allows both Practitioners and Consumers to make available certain information contained in your User Account, including information related to the Practitioner’s Wellness Services, other text, graphics, Practitioner’s social media credentials, Consumer’s reviews, images, photograph, video, audio, guidance, suggestions, or any other material/content (“User Content”) on the Platform. Practitioners and Consumers are both the owners or licensees of their respective User Content posted on the Platform and therefore they shall be solely responsible for ensuring that such posted User Content is lawful, appropriate, accurate and reliable.
10.2 Practitioners and Consumers represent and warrant that:
(i) their User Content belongs to them (i.e. the Practitioner or Consumer owns his/her User Content) or that they have the right to use their respective User Content (e.g. as licensee),
(ii) they have the right to grant Well Well a license (as granted by Practitioners and Consumers to Well Well under Section 10.3 of these Terms) to use their respective User Content, and
(iii); their posting or sharing of User Content on or through the Platform does not violate (a) Well Well’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Well Well or of any third party.
10.3 By posting User Content on the Platform, Practitioners and Consumers grant Well Well a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such User Content on and through the Platform. Practitioners and Consumers shall retain any and all of their rights to any User Content which Practitioners and Consumers submit, post or display on or through the Platform. Practitioners and Consumers shall be solely responsible for protecting such rights.
10.4 Well Well reserves the right to block or remove User Content that Well Well determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Well Well’s Intellectual Property Rights (defined below) or of any third party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to Well Well in its sole and exclusive discretion. Well Well acknowledges that, by providing you with the ability to view, share and distribute user-generated content on the Platform, Well Well is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Website (including the Platform).
10.5 By sending Well Well any ideas, suggestions, documents or proposals (“Feedback”), you agree that:
(i) your Feedback does not contain any confidential or proprietary information belonging to any third party(ies),
(ii) Well Well is under no obligation of confidentiality, express or implied, with respect to the Feedback,
(iii); Well Well may have feedback which is similar to your Feedback, already under consideration or in development, and
(iv); you grant Well Well an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Well Well and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
11. Practitioner’s And Consumer’s Representations & Warranties
11.1 Each Practitioner and Consumer hereby represents and warrants to Well Well that such Practitioner’s/Consumer’s access to the Website (including the Platform), use of the Intermediary Services and use of the Practitioner’s Wellness Services on the Platform will:
(i) be in accordance with these Terms;
(ii) comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
(iii); not be for any unlawful purposes;
(iv); not entail, imply or give rise to the publication of any illegal content;
(v) not further any illegal activities;
(vi); not infringe upon or misappropriate any of Well Well’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
(vii); will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
(viii) not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
11.2 Practitioner also represents and warrants that if Practitioner is accessing the Website (including the Platform) on behalf of an organization/company, Practitioner (i) agrees to be bound by the terms and conditions of that organization/company; (ii) has the authority to bind the organization/company to these Terms; and (iii) is not barred from contracting with Well Well under any applicable laws.
12. Acceptable Use Of The Website And Platform
12.1 You may not use the Website (including the Platform) to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon Well Well’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to, Practitioner’s Content which (1) promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (2) contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
12.2 When accessing the Website (including the Platform), you shall be prohibited from:
(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website (including the Platform);
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s (including the Platform’s) infrastructure;
(iii); copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website (including the Platform) without Well Well’s prior written consent;
(iv); accessing, tampering with, or use non-public areas of the Website (including the Platform), of Well Well’s computer systems and/or of its third-party providers’ technical delivery systems;
(v) probing, scanning, or testing the vulnerability of any of Well Well’s system or network or breach or circumvent any of Well Well’s security or authentication measures;
(vi); accessing, searching or attempting to access or search the Website (including the Platform) by any means other than through Well Well’s currently available, published interfaces that are provided by Well Well, unless Practitioner has been specifically allowed to do so in a separate agreement with Well Well;
(vii); reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website (including the Platform) or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(viii) attempting to access any area of the Website (including the Platform) to which access is not authorized;
(ix); using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website (including the Platform);
(x) conducting any systematic or automated data collection activities on or in relation to the Website (including the Platform), including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Well Well’s prior written consent;
(xi); using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website (including the Platform);
(xii); using the Website (including the Platform) to transmit or send unsolicited commercial and marketing communications for any purpose, without Well Well’s prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
(xiv) disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming the Website (including the Platform);
(xv); uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
(xvi) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xvii) impersonating any other person or entity, sell Practitioner’s or Consumer’s profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity; and/or
(xviii) collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
13. Disclaimer Of Warranties
13.1 Unless otherwise provided under these Terms, the Website, Platform and Intermediary Servicesshall beprovided by Well Well to you "as is," and “as available” with all faults, defects, bugs, and errors.
13.2 well well hereby (I) disclaims all warranties and conditions with Regard to your use of the intermediary services and/or to your use or provision Of any practitioner’s wellness services posted on the platform; and (ii) makes No warranties or guarantees of any kind with respect to the user content, including All warranties and conditions of merchantability, whether express, implied or Statutory, fitness for a particular purpose, title, non-infringement, quiet Enjoyment or integration.
13.3 Well Well and/or its respective affiliates (if Any), licensors and vendors make no representations about the suitability, Accuracy, reliability or completeness of (I) the information contained on the Website, platform and intermediary Services, and (ii) related graphics published on the website, platform and intermediary services for any purpose. The website, platform, intermediary services and/or related graphics are provided to you by well Well "as is" without warranty of any kind. well Well and/or its respective affiliates (if any) hereby disclaim All warranties and conditions with regard to this information, including all Warranties and conditions of merchantability, whether express, implied or Statutory, fitness for a particular purpose, title and non-infringement.
13.4 You Acknowledge That The Information And Related Graphics Published On The Website, Platform And/or intermediary Services Could Include Technical Inaccuracies Or Typographical Errors And Changes, Which Errors And Changes May Be Periodically Made To The Website, Platform And/or intermediary Services Herein.
13.5 NEITHER Well Well nor Its Affiliates (If Any), Licensors, And Vendors Make Any Representation, Warranty Or Guarantee That The Information That May Be Available On The Website, Platform And intermediary Services Is Free Of Infection From Any Viruses Or Other Code Or Computer Programming Routines That Contain Contaminating Or Destructive Elements Or That Are Intended To Damage, Surreptitiously Intercept Or Expropriate Your Computer System, Data Or Personal Information.
13.6 Well Mell Makes no warranty (I) that the platform will meet your requirements or Expectations, (ii) that your access to or use of the website, platform and intermediary services Will be uninterrupted, timely, secure or error free, (iii) that any defects in The website and /or platform will be corrected, or (iv) that the website and Platform or any server through which you access the platform is free from Viruses or other harmful components.
13.7 Well Well Does not warrant or guarantee that any successful commercial results will be Obtained by practitioner as a result of using the website, platform and IntermediaryServices. As Such, Well Well Will Not Be Liable For (I) Any Failure By Practitioner, Or (Ii) Any Loss Or Damages Incurred/sustained By You, As Regards To Your Use Or Inability To Use The Website, Platform AndIntermediary Services.
13.8 While Well Well Makes Reasonable Efforts To Provide You With Accurate Content, Well Well Makes No Guarantees, Representations Or Warranties, Whether Expressed Or Implied, With Respect To The Practitioner’s Professional Qualifications, Expertise, Quality Of Work, Price Or Cost Information, Insurance Coverage Or Benefit Information, Or Any Other Content Available Through The Website And Platform. In No Event Shall Well Well Be Liable To You Or Any Third Party For Any Decision You Make Or Action You Take In Reliance Of Any Such Content Or Practitioner’s Wellness Services. Furthermore, Well Well Does Not Endorse Or Recommend Any Practitioner, Individual Or Entity Listed Or Accessible Through The Website And/or Platform.
13.9 Professional Medical Advice Disclaimer. You Acknowledge and understand that the intermediary services provided by well well To you is not intended to be a substitute for professional medical advice Or used for the diagnosis or treatment of any medical condition. Always seek The advice of your physician or other qualified health provider with any Questions you may have regarding a medical condition prior to your use of the Practitioner’s wellness services. never disregard professional Medical advice or delay in seeking such advice because of information you have Obtained through the website, platform and/or intermediary services. If you Think you may have a medical emergency, call your doctor or 911 immediately. it is Strongly recommended that you obtain medical clearance from your private physician Prior to starting any class or wellness-training program offered by Practitioner’s listed on the platform. the health and wellness Information provided on the website (including platform) is for educational and Information purposes only and should not be considered a substitute for your Personal responsibility and diligence. nothing stated or posted on the website and platform or available Through any intermediary services are intended to be, and must not be taken to Be, the practice of medical or counseling care. well well, and/or well well’s respective affiliates (if any), licensors and Vendors do not, directly or indirectly, practice Medicine or dispense medical services as part of intermediary services.
13.10 this website and platform are continually under Development and well well makes no warranty of any kind, implied or express, as To the accuracy, completeness or appropriateness of any information found on The website and platform, for any purpose. In this regard, developments in Medical research may impact upon the health and wellness information/advice That appears on the website and platform. As such, well well provides no Assurance that the information/advice contained on the website and platform Will always include the most recent medical findings or developments.
14. Compliance With Laws
14.1 In connection with your obligations under these Terms, you agree to comply with all federal, state, local and foreign laws, constitutions, codes, statutes and ordinances of any governmental authority that may be applicable to your business activities under these Terms and/or Practitioner’s marketing, and promotion of the Practitioner’s Wellness Services posted on the Platform. Practitioner and Consumer agree to take all such further acts and execute all documents as Well Well may reasonably request in connection with such compliance.
14.2 If a Practitioner is subject to HIPAA and therefore is considered a ‘Covered Entity’ (as such term is defined under the HIPAA) when providing the Practitioner’s Wellness Services to Consumers via the Platform, then Well Well (if Well Well is in turn considered under HIPAA to be a ‘Business Associate’ as such term is defined under HIPAA) will, upon request made by Practitioner, enter into a Business Associate Agreement (BAA) with the Practitioner.
15. Intellectual Property
15.1 All content, software, trademarks, data, information or information contained in any materials, or documents used in relation to the Website, Platform and Intermediary Services, including but not limited to any and all copyrighted works, databases, text, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Well Well. Practitioner may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Well Well’s prior written permission.
15.2 Any and all intellectual property rights in the Materials, Website, Platform and Intermediary Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Well Well’s Intellectual Property Right(s)”), vests solely and exclusively in Well Well, its affiliates (if any), its licensors, or vendors, as the case may be. All rights not expressly granted by Well Well to you are reserved by Well Well. Save as expressly set out herein, you shall not acquire any right, title or interest in Well Well’s Intellectual Property Rights.
15.3 Practitioner shall be the sole and exclusive owner of all Practitioner’s intellectual property rights in Practitioner’s User Content and Practitioner’s Wellness Services (“Practitioner’s Intellectual Property Rights”) which Practitioner posts on the Platform. Well Well may not use any of Practitioner’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without Practitioner’s prior written consent. Practitioner hereby grants Well Well the non-exclusive right to use Practitioner’s Intellectual Property Rights, free of charge, in connection with the provision of Practitioner’s Wellness Service(s) to prospective/potential Consumers on the Platform, to the extent necessary for Well Well to (i) exercise Well Well’s rights under these Terms, and (ii) perform Well Well’s obligations under these Terms.
15.4 Ownership of Website and Platform. You acknowledge and understand that all Intellectual Property Rights (defined below) in or relating to the Website and Platform and all related documentation, Materials and software shall remain the exclusive property of Well Well or its licensors. As such, Practitioner and Consumer hereby acknowledge that the Practitioner and Consumer shall have no ownership interest in the Website and Platform.
16. Indemnification
16.1 You agree to indemnify and hold harmless Well Well from and against any liability, demand, damages, cost, or expense arising from any third-party claim, including but not limited to: (i) your violation of these Terms; (ii) your use or misuse of the Website, Platform and Intermediary Services; (iii) your infringement of Well Well’s Intellectual Property Rights; (iv) any loss or damage caused by your use or misuse of the Platform and Intermediary Services; (v) User Content. Well Well shall indemnify and hold Practitioner harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Well Well. “Negligence” shall mean gross negligence or intentional misconduct.
16.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
17. Limitation Of Liability
17.1 well well, its affiliates (if any), its licensors, vendors, and Their respective directors, officers, employees, and agents shall in no event be responsible or liable to you or to any Third-party, whether in contract, warranty, tort (including negligence) or Otherwise, for any indirect, special, incidental, consequential, exemplary, Liquidated or punitive damages, including but not limited to loss of profit, Revenue or business, arising in whole or in part from your access to and use of The website, platform, intermediary services, and/or from Your use or provision of the practitioner’s wellness services posted on the Platform, even if well well has been advised of the Possibility of such damages.
17.2 while well well takes precautions against security breaches, no Website or internet transmission is completely secure, and as such, well well And its affiliates (if any), licensors, and vendors shall not be liable for any Direct, indirect, punitive, incidental, special, exemplary or consequential Damages that may result from unauthorized access, hacking, data loss, or other Breaches that may occur on the website and/or through Your use of the intermediary services.
17.3 notwithstanding anything to the contrary in these terms, well Well’s (including its affiliates (if any), its licensors, vendors and their Respective directors, officers, employees, and agents) liability to you for any cause whatsoever and regardless of the Form of action, shall at all times be limited to a maximum of one hundred U.S. Dollars ($100.00).
18. Privacy Policy
The Well Well’s Privacy Policy is available at www.thewellwell.co/privacy-policy governs the use, storage and processing of the personal information you may provide to The Well Well through your (i) access to the Website (and Platform) and/or (ii) use of the Intermediary Services on the Platform. Your election to use the Intermediary Services via the Website (and Platform) shall be deemed to constitute your acceptance of the terms of The Well Well’s Privacy Policy.
19. Third Party Links
19.1 The Website, Platform and/or Intermediary Services may contain links and/or ads to third-party websites or resources. Such links and/or ads to third-party websites or resources are provided only as a convenience. If you click on such links and/or ads you may leave the Website and/or Platform. You acknowledge and agree that Well Well shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website and/or Platform contains links and ads to such third websites or resources does not imply any endorsement by Well Well of such third-party websites or resources or of the third-party content, products, or services available from such third-party websites or resources.
19.2 Your communications, interactions or business transactions/dealings with any third-party organizations/companies and/or individuals (including contractors and other users) found on or through the Website and/or Platform, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of services), shall be solely between you and such third-party except as may be otherwise stated herein. You acknowledge and agree that Well Well shall not be (i) a party to any such business transactions/dealings you may enter into with such third parties, and (ii) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings Practitioner may have with any third-party or users found through the Website, Platform and/or your use of the Intermediary Services.
19.3 Before Visiting a third-party website and or resources via well well’s website and Platform, it is recommended that you (I) review the third-party’s terms and Conditions, privacy policy and all other documentation, and (ii) inform/educate Yourself on the regulations, policies and practices of the third-party websites And/or resources.
20. Age Restriction
The Website, Platform and Intermediary Services are not targeted toward or intended for use by any person under the age of eighteen (18) years. By using the Website, Platform and Intermediary Services, you represent and warrant that you (i) are eighteen (18) years of age or older, (ii) are a legal resident of the United States, (iii) have not been previously suspended or removed by Well Well from the Website and/or Platform, (iv) have not engaged in any activity that could result in suspension or removal from the Website and/or Platform, (v) do not have more than one (1) User Account, and (vi) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
21. Suspension & Termination
21.1 Well Well may suspend or temporarily disable access to all or part of the Website, Platform, Intermediary Services or User Account if (i) Well Well suspects you of partaking in any illegal activity; (ii) Well Well reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested Well Well to suspend or temporarily disable your access to the Website, Platform and/or Intermediary Services.
21.2 If Well Well breaches any of its obligations under these Terms, Practitioner and/or Consumer may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, Well Well shall (i) block your access to all of the Website (including the Platform), (ii) prevent Practitioner from posting any further Practitioner’s Wellness Services on the Platform (ii) block your use of the Platform, (iii) delete all of your information associated with your User Account, including but not limited to your full name, address, contact information, and Login Credentials, and (iii) delete all of your data in your User Account. You acknowledge that should there be any pending Dispute (defined below) or related legal claim between the Parties, Well Well may retain all of your information associated with your User Account for a minimum period of twelve (12) months or for as long as is necessary.
22. Dispute Resolution
22.1 If any dispute or difference shall arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or difference (“Dispute") shall be determined as follows:
(i) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section.
(ii) A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute.
(iii); In the event of a Dispute, difference or claim between the Parties hereto, arising out of the use of the Website or Platform; or in any way relating to these Terms, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to the American Arbitration Association, or any statutory modification or re-enactment thereof for the time being in force.
22.2 You acknowledge and agrees that if any dispute or difference shall arise between you or another user, Practitioner, Consumer, or third-party, you shall be solely responsible for your conduct. You agree that Well Well shall not be liable for any dispute that arises between you and any other user, Practitioner, Consumer, or third-party.
23. Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of Nevada, United States of America (“US”). You expressly understand and agree to submit to the exclusive jurisdiction of the American Arbitration Association in Clark County, Nevada, US. You agree that in respect of any Dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the American Arbitration Association in Clark County, Nevada, US shall have jurisdiction to try and adjudicate such dispute to the exclusion of the US court system. Furthermore, you acknowledge and agree that nothing contained in these Terms shall limit The Well Well’s right to institute legal proceedings in any other court of competent jurisdiction or in any other
24. General Provisions
24.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third-party’s platform, even if such platform is similar to the Platform provided by Well Well.
24.2 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.
24.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.
24.4 No Assignment. You shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of Well Well. Any attempt to make such an assignment without Well Well's consent shall be void. Well Well consent shall not be unreasonably withheld.
However, these Terms shall be binding upon and inure to the benefit of Well Well, its affiliates, or any corporation or other entity to which Well Well may (i) transfer all or substantially all its assets and business, and (ii) assign these Terms, in which case references to “Well Well" as used herein shall mean such affiliate, corporation or other entity.
24.5 No Agency, Partnership, Collaboration, Employment or Independent Contractor Status. You acknowledge that Well Well is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership, collaboration or independent contractor relationship between you and Well Well.
Well Well does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between Well Well and Practitioner, or between Practitioner and a Consumer), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.
24.6 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to [email protected]
24.7 Entire Agreement. These Terms represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
25. Contact Information
Should you have any questions concerning these Terms and/or any issues or concerns about the Website, Platform or Intermediary Services, you may contact The Well Well at [email protected].
Effective Date: 04/12/2022
