Terms of service.
1. Introduction
Please read these Terms and Conditions of Use (these"Terms") carefully as they govern use of (which includes access to) the WellB service, including all of our websites and software applications that incorporate or link to these Terms (collectively, "WellB") and any material that is made available through WellB (the "WellB Content"). Use of WellB may be subject to additional terms and conditions presented by WellB, including without limitation Opt-In Terms (defined in Section 2 below), which are hereby incorporated by this reference into these Terms.
By signing up for, accessing, or otherwise using WellB, you agree to these Terms. If you do not agree to these Terms, then you must not use the WellB Services.
Age and eligibility requirements
In order to use WellB on behalf of your Subscribing Entity, you need to (1) be 13 years of age (or the equivalent minimum age in your home country) or older; (2) have parent or guardian consent if you are a minor in your home country; (3) have the power to enter a binding contract with us on behalf of your Subscribing Entity and not be barred from doing so under any applicable laws; and (4) reside in a country where WellB is available. You also promise that any registration information that you submit to WellB is true, accurate, and complete, and you agree to keep it that way at all times.
2. The WellB Service Provided by Us
Beta Features
From time-to-time, we may offer beta features through WellB ("Beta Features"). We use Beta Features to experiment with and test new feature ideas. Accordingly, you may find that Beta Features appear one day, undergo periodic changes, or even disappear completely without notice.
Service limitations and modifications
We use reasonable efforts to keep WellB operational. However, WellB' availability may change from time to time, without liability to you; for example:
WellB may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
We aim to evolve and improve WellB constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of part of WellB (including particular functions, features, and offerings);
WellB has no obligation to provide any specific content through WellB, and WellB or the applicable owners may remove WellB Content without notice.
WellB has no liability to you in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.
Third-Party applications, devices and open source software
WellB may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. WellB does not guarantee that Third-Party Applications and Devices will be compatible with WellB.
Data Insights; Mistakes
You acknowledge that WellB is an optional service that we are providing to you for use at our discretion. WellB may provide you with the ability to view usage data. While we work hard to ensure the accuracy of the data, we do not guarantee that WellB or the data we provide will be available error-free or that mistakes, including mistakes in the data insights that we provide to you, will not happen from time to time. Where there is a glitch or mistake in WellB, we will take all reasonable efforts to address or correct these mistakes. You agree that you will indemnify and hold us harmless against any damage, liability, or costs that you incur as a result of a mistake, error, or glitch in this free service or arising from your use of the data. All data is provided to you "AS-IS." You use all such data provided by us at your sole risk and discretion.
Although WellB takes reasonable precautions to preserve and protect the WellB Content stored in the database used by WellB to provide WellB, you shall not rely on WellB as your only storage facility, and you should preserve backup copies of your WellB Content. WellB is not liable for damage to, deletion of, or failure to store any WellB Content.
3. Your Use of the WellB Service
Creating a WellB account
You may need to create a WellB account to use all or part of WellB. Your username and password are for your individual use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.
Your rights to use WellB
Access to WellB
Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you a limited, non-exclusive, revocable permission to use WellB, including without limitation the WellB Content (collectively, "Access"). This Access shall remain in effect unless and until terminated by WellB. You agree that you will not redistribute or transfer WellB or the WellB Content. The WellB software applications and the WellB Content is not sold or transferred to you, and WellB and its licensors retain ownership of all copies of the WellB software applications and WellB Content even after installation on your Devices. When Accessing WellB, you agree that you will not take any action that imposes an unreasonable load on WellB.
WellB's Proprietary Rights
WellB and the WellB Content are the property of WellB or WellB's licensors. All WellB trademarks, service marks, trade names, logos, domain names, and any other features of the WellB brand ("WellB Brand Features") are the sole property of WellB or its licensors. These Terms do not grant you any rights to use any WellB Brand Features whether for commercial or non-commercial use.
User Guidelines
WellB has established guidelines for using WellB and other WellB services, to make sure our services stay enjoyable for everyone ("WellB User Guidelines"). In using WellB, you must comply with the WellB User Guidelines, as well as all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties.
Export control and sanctions
WellB's products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that neither you nor your Subscribing Entity are: (1) located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; or (2) a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.
You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you, on behalf of your Subscribing Entity, agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from WellB under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
4. Content and Intellectual Property Rights
User Content
The content you post on WellB
You may post, upload, or otherwise contribute content to WellB ("User Content"). For the avoidance of doubt, "User Content" includes all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to WellB by users. WellB, and/or any third party appointed by WellB, may in its sole discretion decide to use all, or parts of, the metadata provided in connection with such User Content, as well as to supplement and/or replace such metadata.
You are solely responsible for all User Content that you post.
You promise that, with respect to any User Content you post on WellB: (1) you own or have the right to post such User Content; (2) such User Content, or its use by WellB pursuant to the license granted below, does not (i) violate these Terms, including the WellB User Guidelines, applicable law, the regulations and rules of any guilds, unions or collectives, or violate or infringe the rights of any third party, including any intellectual property (including without limitation, copyright), publicity, privacy, personality, contract or other rights of others, or (ii) imply any affiliation with or endorsement of you or your User Content by WellB or other individual or entity without the prior express written consent from WellB or such individual or entity; (3) you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the User Content you post to WellB and required by WellB to exercise the license granted in these Terms; (4) you shall be solely responsible for complying with the terms and conditions set forth in each of the third-party licenses, authorizations, consents, permissions and approvals referenced in clause (3) of this paragraph, and you shall be solely responsible for making any and all payments of royalties, fees and any other monies (however characterized) to any and all third parties as and when required under such third-party licenses, authorizations, consents, permissions and approvals; (5) no royalties, fees or other monies (however characterized) are or shall be payable by or on behalf of WellB to or on behalf of any person or entity in connection with or arising out of the User Content you post to WellB or the exercise by WellB of the license granted in these Terms; (6) all User Content you post to WellB is and shall be correct, accurate, and does not contain content that violates our User Guidelines; and (7) you have and shall comply with all applicable laws, regulations and industry standards when posting User Content to WellB, including the FTC's Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC's.com Disclosures Guide, the FTC's Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time, and updates thereto.
In posting or sharing User Content on WellB, please keep in mind that certain User Content will be publicly accessible, and may be used and re-shared by others on WellB and on other WellB services and across the web, so please use caution in posting or sharing on WellB, and be mindful of your account settings. WellB is not responsible for what you or others post or share on WellB. To the extent you have access to a particular page or account on WellB which is also accessible to one or more other users, certain of your User Content (including, but not limited to, your name, role, access level and certain actions you take on WellB) may be visible to such other users. Your right to access and edit pages or assets may differ depending on your underlying rights over that material and your level of access to WellB. In some cases, you may share editing rights of a particular page or account on WellB with other users or Subscribing Entities.
Takedowns and monitoring user content
WellB shall be under no obligation to include or distribute User Content via WellB. WellB may, but has no obligation to, monitor or review User Content. Except to the extent prohibited by applicable law, WellB reserves the right to remove or disable access to any User Content from WellB in its sole discretion, for any or no reason, including, but not limited to, when User Content violates the WellB User Guidelines. WellB may take these actions without prior notification to you or any third party and without any liability to you for such removal.
Licenses that you grant to us
User Content
WellB does not claim any ownership rights in the User Content you post to WellB. After posting User Content to the Service, as between you and WellB, you will continue to retain any rights you may have in your User Content, including any intellectual property rights or other proprietary rights associated with your User Content, subject to the license you grant to WellB in the next paragraph of this section.
By posting User Content to the Service, you grant WellB a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use such User Content through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with WellB and WellB's content, the promotion and marketing of WellB and WellB's content and the promotion and marketing of WellB and WellB's content. If you do not want WellB to use your User Content for these purposes, you should not post User Content to WellB. To the extent you provide User Content that contains your name, likeness or photograph, you further grant us the non-exclusive, fully paid, worldwide right to use such name, likeness, and photograph on WellB and WellB's content and in our marketing communications to advertise, market and promote the availability of your User Content on WellB and WellB's content. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any equivalent rights, such as your right to be identified as the author of any User Content, including Feedback (as defined below), and your right to object to derogatory treatment of such User Content.
Feedback
If you provide ideas, suggestions, or other feedback in connection with your use of WellB or any WellB Content ("Feedback"), such Feedback is not confidential and may be used by WellB without restriction and without payment to you. Feedback is considered a type of User Content under these Terms.
Your Device
You also grant us the right to allow WellB to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of WellB.
Infringement claims
WellB respects the rights of intellectual property owners. If you believe that any WellB Content infringes your copyright rights, please see the WellB Copyright Policy.
5. Customer Support, Information, Questions, and Complaints.
Customer support, information, questions, complaints
For customer support ("Customer Support Queries"), please use Customer Support resources listed on the Contact Us section of our website. You may also contact us at the mailing address set forth in the "Service Provider" section at the start of these Terms.
6. Problems and Disputes
Suspending and terminating WellB
These Terms will continue to apply to you until terminated by WellB. WellB may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to WellB at any time if we believe you have breached any of these Terms, if we stop providing WellB or any material component thereof, or as we believe necessary to comply with applicable law.
If there is a dispute between you and any third party as to the ownership or authorized use of an account (including the account of any of your Delegates), then WellB may suspend all access to such account at any time and without any liability to you, your Delegates and/or any other person or entity. WellB may resolve disputes among users or it may leave the resolution of disputes up to the parties involved, who may seek relief from a court of competent jurisdiction. If WellB resolves any dispute, then you agree that WellB's decision is final and binding upon you, and that you will have any cause of action against WellB, although you may have recourse against any third parties as provided under applicable law. WellB will also abide by any lawful order from a court of competent jurisdiction.
If WellB terminates these Terms, or if WellB suspends your access to WellB, you agree that WellB shall have no liability or responsibility to you and (except as expressly provided in these Terms) WellB will not refund any amounts that you have already paid. To learn how to terminate your WellB account, please use the Customer Support resources on our About Us page.
The following sections shall survive termination: Sections 2 (The WellB Service Provided by Us), 3 (Your Use of the WellB Service) (except as set forth therein), 4 (Content and Intellectual Property Rights), 6 (Problems and Disputes), 7 (About These Terms), as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
Warranty disclaimers
WELLB IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, WELLB AND ALL OWNERS OF THE WELLB CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE WELLB CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WELLB NOR ANY OWNER OF CONTENT WARRANTS THAT WELLB OR WELLB CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, WELLB MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE WELLB CONTENT THEREOF), USER CONTENT, DEVICES OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH WELLB OR ANY HYPERLINKED WEBSITE, AND WELLB IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM WELLB SHALL CREATE ANY WARRANTY ON BEHALF OF WELLB. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of liability and time for filing a claim
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH WELLB IS TO UNINSTALL ANY WELLB SOFTWARE AND TO STOP USING WELLB. YOU AGREE THAT WELLB HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH WELLB, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO WELLB, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.
IN NO EVENT WILL WELLB, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE WELLB, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WELLB HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO WELLB, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO WELLB DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR $30.00.
For clarification, these Terms do not limit WellB's liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.
ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
Third party rights
You acknowledge and agree that owners of the WellB Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, these Terms are not intended to grant rights to anyone except you and WellB, and in no event shall these Terms create any third-party beneficiary rights.
If you have downloaded any of our mobile software applications (each, an "App") from the Apple Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between your Subscribing Entity and WellB only, not with Apple, and Apple is not responsible for WellB and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to WellB. In the event of any failure of WellB to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to WellB. Apple is not responsible for addressing any claims by you or any third party relating to WellB or your possession or use of WellB, including: (1) product liability claims; (2) any claim that WellB fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that WellB or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third-party terms, when using WellB. Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
Indemnification
You agree to indemnify and hold WellB harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of any of these Terms (including any additional WellB terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through WellB; and (4) your violation of any law or the rights of a third party.
Governing law, mandatory arbitration and venue
Governing law and jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the State of Texas, United States of America, without regard to Texas’ choice or conflicts of law principles. Further, your Subscribing Entity and WellB agree to the jurisdiction of the federal and state courts located in Texas to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or WellB that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
ARBITRATION AGREEMENT
This Arbitration Agreement section sets forth the terms and conditions pursuant to which disputes, claims and controversies between you and WellB will be resolved through arbitration ("Arbitration Agreement").
This Arbitration Agreement applies only to Subscribing Entities and their users in the United States.
Dispute resolution and arbitration
You and WellB agree that any dispute, claim, or controversy between you and WellB arising in connection with or relating in any way to these Terms or to your relationship with WellB as a user of WellB (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory binding individual (not class) arbitration. You and WellB further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.
Exceptions
You and WellB both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action (1) in a U.S. small claims court or (2) in a court of law, in accordance with the jurisdiction and venue described in the Dispute Resolution and Arbitration section above, seeking (a) only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator or (b) public injunctive relief, pending a ruling on the substance of such claim from the arbitrator. In addition, this Arbitration Agreement doesn't stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
No class or representative proceedings; class action waiver
YOU AND WELLB 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 ACTION. Unless both you and WellB agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and WellB will take place under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in force (the "AAA Rules"), as modified by this Arbitration Agreement. You and WellB agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org.
Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be determined by the arbitrator in accordance with the AAA Rules.
If you choose to file an arbitration proceeding and you are required to pay a filing fee, WellB will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. WellB will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA Rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
Notice; process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail to hello@WellB.ai. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or WellB may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or WellB shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of WellB's last written settlement offer, then WellB will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Enforceability
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the 'Governing law and jurisdiction' section above shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.
7. About These Terms
Under applicable law, you may have certain rights that cannot be limited by a contract. These Terms are in no way intended to restrict those rights.
Changes to these Terms
We may make changes to these Terms (including any additional WellB terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable WellB Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message or other prominent notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of WellB following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using WellB under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
Entire agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and WellB, these Terms constitute all the terms and conditions agreed upon between you and WellB and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of WellB are incorporated herein by reference, including the following terms and conditions: the WellB User Guidelines; the WellB Copyright Policy; and the WellB Support Community Terms.
Severability and waiver
Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by WellB or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive WellB's or the applicable third-party beneficiary's right to do so.
Assignment
WellB may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.