Terms of Service
Please read these Terms of Service ("Terms", "Terms of Service" or this "Agreement") carefully before accessing the website www.wellthy.com website (the "Website") or accessing and using of Wellthy Community accessible at https://community.wellthy.com ( “Wellthy Community” and together with the Website, the “Service”), each operated by Wellthy, Inc. (“Wellthy”, "us", "we", or "our"). This Agreement sets forth the legally binding terms governing access to and use of the Service. Your ("you", "your" or "Member") access to and use of the Service is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users, and others who wish to access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you do not have permission to access the Service. In addition, by accessing or using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide by. In such a case, "you", "your" and "Member" shall refer to that entity.
As used in these Terms, the following capitalized terms have the meanings given to them here:
- Care Coordinator — A Wellthy employee who assists with individual tasks to be prioritized and worked on as part of a Care Journey. Care Coordinators are part of Wellthy's in-house Care Team.
- Care Team — Wellthy employees with a healthcare, social work, coordination, or similar background who work directly or indirectly with Members.
- Care Journey — A project for the coordination of care for a Care Recipient organized in the Service.
- Care Circle — The Care Team and Members with respect to a Care Journey.
- Care Recipient — The individual (who may or may not be a “Member”) whose care needs are being managed by Care Circle Members in a Care Journey.
- Sponsor — A health plan or employer that sponsors a Managing Member to access the Service and establish Care Journeys.
- Sponsored Member — A Managing Member whose access to the Service and establishment of Care Journeys is sponsored by a health plan or employer.
- Journey Member — A Member that has full access to a Care Journey.
- Managing Member — A Member that is able to establish and manage Care Journeys, including adding and removing Journey Members and Task Members.
- Member — A user of the Service. These Terms apply to all Members.
- Moderator — A Wellthy employee responsible for moderating the content posted by Members in Wellthy Community.
- Task Member — A Member that has limited access to certain Tasks in a Care Journey.
The Service is owned, provided, and operated by Wellthy. Wellthy provides an online solution and healthcare coordination service to assist families in navigating the healthcare system in the United States, United Kingdom, Republic of Ireland, and Canada.
3. Modifications to Terms
We may modify the Agreement from time to time without notice to you. In the event of such change, we will post the updated Terms on this page and will update the last updated date at the bottom of this Agreement. The changes will take effect immediately (unless stated otherwise). You are solely responsible for familiarizing yourself with this Agreement and ensuring that you periodically review the Terms. Your continued use of the Service following such an update will signify your consent to be bound by the modifications. If you do not agree with the changes, do not use the Service.
4. Use of the Service
(a) User License
We grant you a revocable, non-exclusive, non-sublicensable and non-transferable license to use the Service and Wellthy Content solely for the purposes of participating in the management of a Care Recipient's Care Journey for a Care Recipient residing in the United States of America, United Kingdom, Republic of Ireland, or Canada. We reserve the right to refuse service, terminate accounts, remove content, or edit content at our sole discretion.
When you create an Account with us, you represent and warrant the following:
- You are at least 18 years of age.
- You are authorized to either create a Care Journey for the Care Recipient or participate in a Care Journey for the Care Recipient.
- You are a permanent resident of the United States of America, United Kingdom, Republic of Ireland, or Canada.
- The Care Recipient is currently residing in the United States of America, United Kingdom, Republic of Ireland, or Canada.
We may, in our sole discretion, refuse to offer the Service or grant access to you or any other Member (or amend your access to the Care Journey) at any time and for any reason.
In order to use the Service, you must create a password-protected account ("Account"). Creating an Account requires you to provide your email address, name and a password. Your email address may not contain a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use an email address that is offensive, vulgar, or obscene.
You are the sole authorized user of your Account, and you are responsible for keeping your Account safe and secure from unauthorized access. You accept responsibility for any and all activities or actions that occur under your Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account. Wellthy is not liable for any losses or harm that may be incurred by you or a third party that is due to unauthorized use of your Account.
In addition, you represent and warrant that the information you provide us with respect to your Account is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account. You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account.
- You represent and warrant that your actions and the information you provide, whether such information is provided via the Service, a telephone call, e-mail, or other communication (a) do not infringe, violate, or misappropriate any third party's copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; (b) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising); (c) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (d) will not be obscene or contain child pornography or be harmful to minors; (e) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots,or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; and (f) will not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners or suppliers.
- In addition, you agree to refrain from engaging in the following types of behavior in your interactions with the Service: (a) copyright or trademark infringement; (b) hacking; (c) privacy or confidentiality violations; (d) interfering with, interrupting, destroying, or limiting the functionality of the Service (including attempts to do any of the aforementioned); (e) harassment or stalking; (f) impersonating any person or entity; or (g) encouraging anyone to engage in any of the aforementioned behaviors.
- Your access to and use of Wellthy Community is limited to its use as an Internet forum to share care-related thoughts and ideas, and to participate in encouraging and supportive discussions. Use of Wellthy Community for any other purpose, including any unauthorized, fraudulent, illegal, obscene, deleterious, or other use harmful to Wellthy or any third party is strictly prohibited.
The foregoing is not an exhaustive list of the types of conduct that are prohibited while you are using the Service. We reserve the right to take action as we deem necessary against any behavior we believe, in our sole discretion, violates this Agreement.
If you invite another person to use the Service, Wellthy will send invitations on your behalf to such person's email address for the purpose of inviting them to use the Service. By providing Wellthy with such person's email address, name and an optional message, you represent to us that you are authorized to share such invitee's e-mail address and name with us and you authorize us to invite them and to send them any message you include in your invitation and any reminders to join the Service.
If a Managing Member invites another person to be a Journey Member, the Journey Member will be granted full access to all of the Care Recipient's information on the Service, and will be able to invite other individuals and entities to be Journey Members or Task Members. If you are a Journey Member, you should be cautious to only invite individuals as Journey Members if you want them to have access to all of the Care Recipient's information and to have the ability to give such access to others.
Wellthy is not responsible for any accidental or unauthorized access granted to an individual or entity by a Sponsored or Journey.
In the event of a conflict between the instructions received by Wellthy from two Members with respect to a given Care Journey, Wellthy will privilege the instructions of the Managing Member over Journey Members and Task Members, and the instructions of Journey Members over Task Members. In the event of a conflict between two members that are both Journey Members or both Task Members, Wellthy may act in its discretion, and may seek the opinion of the Managing Member.
NEITHER WELLTHY NOR ANY OF OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, AND LEGAL REPRESENTATIVES ARE RESPONSIBLE FOR THE ACTS OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE, AND YOU HEREBY RELEASE WELLTHY AND OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, AND LEGAL REPRESENTATIVES FROM ANY LIABILITY, CLAIM, INJURY, LOSS, OR DAMAGE INCURRED BY YOU OR A THIRD PARTY ARISING OUT OF OR RESULTING FROM AN IMPROPER INVITATION OR OTHER COMMUNICATION THAT WAS SENT BY YOU OR ANOTHER MEMBER.
(f) Wellthy Content
From time to time, we may publish or make available to you content (including without limitation, articles, texts, guides, documents, data, images, interactive features, software, graphics, forms and videos) that we believe will help you in making healthcare decisions for the Care Recipient ("Wellthy Content"). Wellthy Content is protected by copyright, trademark, and other proprietary domestic and international laws. Wellthy exclusively owns all right, title, and interest in and to the Wellthy Content.
(g) The Service
The Service includes a technology solution that allows individuals to manage the healthcare of their family members, themselves, or others. You agree not to hold Wellthy liable for any losses or damages that may be incurred by you or a third party as a result of your use of the Service. In addition, in the event that you agree to work with a member of the Care Team through Wellthy, you understand and agree that Wellthy is not a party to any contract or agreement between you and that member of the Care Team.
WHILE WELLTHY SCREENS AND RUNS BACKGROUND CHECKS ON ITS EMPLOYEES, WELLTHY DOES NOT MAKE ANY GUARANTEES AND DISCLAIMS ALL WARRANTIES AS TO THE RESULTS OF YOUR WORK WITH ITS EMPLOYEES. ALTHOUGH WELLTHY RUNS BACKGROUND CHECKS ON IN-HOME AIDES IT COORDINATES WITH AND AT THE REQUEST OF ITS MEMBERS THROUGH A THIRD-PARTY SERVICE, WELLTHY DOES NOT SCREEN OR RUN BACKGROUND CHECKS ON ANY OTHER THIRD-PARTIES IT RECOMMENDS TO YOU OR COORDINATES WITH IN CONNECTION WITH THE SERVICE AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO SUCH THIRD-PARTIES.YOU AGREE NOT TO HOLD US LIABLE, OR MAKE ANY CLAIMS AGAINST US BASED ON ANY ACTIONS OR OMISSIONS OF THE CARE TEAM OR ANY THIRD-PARTY RECOMMENDED OR COORDINATED BY US.
(h) Availability of the Service
We reserve the right to make changes to the offerings and functionality of the Service without prior notice to you. We may also limit, restrict, or remove the features offered on the Service. In our sole discretion, we may limit, suspend, or terminate Accounts if they violate this Agreement. We also reserve the right to deny access to the Service to anyone for any reason.
In order to use our Service, Wellthy charges a fee ("Fee"). The Fee for your account may be covered by an employer or by another third party, or you may pay for the Fee yourself. In the event the Fee is covered by your employer or another third party, the terms of such payment will be governed by a separate agreement entered into between Wellthy and that third party. If the Fee is not covered by a third party, you will be required to pay the Fee yourself. In that event, you agree to pay the Fees, and you will pay all Fees in accordance with the billing terms that are then in effect.
If you cancel your Account, you will not receive a refund of any pre-paid Fees, and you will be responsible for any Fees outstanding through the effective cancellation date of your Account.
Wellthy uses third party payment processors to process your payments. By agreeing to these Terms, you agree to act in accordance with the terms of service of such third party payment processors, found here and here.
7. Wellthy Community Rules
Posts and comments made in Community will be available for any Sponsored Member--and Members they may add to their Care Projects--to view and respond to. Maintaining a respectful and supportive environment welcoming to all Members is important to Wellthy Community. Members of Wellthy Community are expected to conduct themselves in a way that fosters these goals. Member Content and comments that are off-topic (e.g. not care related or marketing personal goods or services), discourteous, impolite, or disparaging may be removed without notice by Wellthy and offending Members may be subject to suspension up to and including permanent removal from Wellthy Community in Wellthy’s sole discretion.
Wellthy reminds you that information shared in Wellthy Community is accessible by all Community Members and Moderators, and therefore urges you to exercise sensibility and discretion when sharing personal stories and information. The sharing of personal health information, sensitive personal information, and other information identifiable to a third party that a reasonable person would find too intimate, embarrassing, or inappropriate to share in a public forum in Wellthy Community is prohibited.
8. Right to Moderate and Restrict Access
Wellthy provides Wellthy Community as an “interactive computer service” as that term is defined by Title 47 USC § 230(f)(2) of the Communications Decency Act of 1996 and shall not be liable to any party for any action it takes to restrict access to or the availability of material Wellthy considers objectionable, whether or not such material is constitutionally protected.
Wellthy reserves the right, but without obligation, to moderate Wellthy Community in any manner in its sole discretion. This includes the right of Wellthy (and Moderators) to modify, suspend, and terminate your access to and use of Wellthy Community in its sole discretion without cause or notice and to restrict and remove any content or materials contributed to Wellthy Community by you or others without exception.
9. Your Content
You shall retain ownership of the content you submit, provide, or otherwise contribute to Wellthy Community (your “Member Content”), however, you hereby grant Wellthy, its transferees, successors, and assigns, a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to your Member Content, which license shall include without limitation the right to copy, modify, create derivative works from, distribute, publicly display, publicly perform, and transform your Member Content without any obligation of compensation or moral attribution. Such license includes, unequivocally, the right of Wellthy to make your Member Content available for syndication, broadcast, distribution, or publication by Wellthy and its partners.
By submitting Member Content to Wellthy Community, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to your Member Content set forth in the Terms. Wellthy reminds you that you are solely responsible for your Member Content and that you may be held liable for Member Content shared without all such necessary rights.
Wellthy is not responsible for Third-Party content and materials, including links to any websites, products, and services (collectively, “Third-Party Content”) within Wellthy Community, and Wellthy hereby disclaims all liability relating to Third-Party Content.
11. Intellectual Property
Except as may be the intellectual property of Third Parties as described in Section 10, Wellthy or its licensors are the sole and exclusive owners of all rights, title, and interest in (i) The Service, its content, features, functionality, text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, Wellthy Content, and other content features and functionality that you see or read on the Service, and (ii) Wellthy Community, including, but not limited to, the Wellthy name and logo, trademarks, and all aspects of Wellthy Community software, its source code, and related documentation (collectively, the “Wellthy Intellectual Property”). The Wellthy Intellectual Property is protected by copyright, trademark, and other laws of both the United States and foreign countries. Wellthy Intellectual Property may not be used in connection with any product or service without the prior written consent of Wellthy. Our service and trademarks, including without limitation, the name "Wellthy" and our logos, are service marks owned by us.
You may not (i) copy, modify, or create derivative works of the Wellthy Intellectual Property or any software component of the Service, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Wellthy Intellectual Property except as may be expressly permitted by Wellthy; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service; or (v) use the Wellthy Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of Wellthy or other right of any person, or that violates any applicable law, regulation, or rule.
You acknowledge that termination and/or monetary damages would be an insufficient remedy for a violation of this Section 10 and Wellthy shall be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
12. Digital Millennium Copyright Act (DMCA)
Wellthy respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been violated, please provide Wellthy the following information at the contact information below:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Please direct DMCA takedown notices to:
300 West 57th Street, 33rd Floor
New York, NY 10019
Wellthy reminds you that knowingly misrepresenting a DMCA infringement may subject you to liability for costs and damages.
If you believe Wellthy wrongly removed your Member Content as a result of a DMCA takedown notice, you may submit a proper counter notice at the contact information above.
13. Third Parties
Our Service may recommend, coordinate services with and/or contain links to third party websites or services that are not owned, operated, or controlled by Wellthy ("Third Parties") (e.g. Wellthy may coordinate transportation for a Care Recipient using a Third Party). We do not have any control over, and assume no responsibility for, the content, privacy policies, offerings, actions, omissions or practices of any such Third Parties, and you access and use them at your own risk.
WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE OFFERINGS OF ANY THIRD PARTIES OR THE OWNERS AND OPERATORS OF SUCH THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT WELLTHY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTIES. WE STRONGLY ADVISE YOU TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICIES OF ANY THIRD PARTY THAT YOU USE OR VISIT AND YOU DO SO AT YOUR OWN RISK.
If you provide us any feedback or suggestions for improving or regarding your use of the Service ("Feedback"), you hereby assign to Wellthy all rights in the Feedback and agree that Wellthy shall have the right to use such Feedback and related information in any manner it deems appropriate. Wellthy will treat any Feedback you provide to Wellthy as non-confidential and non-proprietary. You agree that you will not submit to Wellthy any information or ideas that you consider to be confidential or proprietary.
16. Warranty Disclaimer
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WELLTHY, ITS SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE SERVICE WILL BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. MEMBERS OF THE CARE TEAM ARE NOT LAWYERS, ACCOUNTANTS, FINANCIAL ADVISORS, DOCTORS, NURSES OR OTHER HEALTH CARE PRACTITIONERS, AND ANY COMMUNICATION WITH THEM DOES NOT CONSTITUTE LEGAL, MEDICAL, OR FINANCIAL ADVICE. THE USE OF WELLTHY CONTENT DOES NOT REPLACE THE NEED TO SPEAK WITH A LAWYER, ACCOUNTANT, FINANCIAL ADVISOR, OR HEALTH CARE PRACTITIONER ABOUT A CARE RECIPIENT’S NEEDS AND WELLTHY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN A A MEMBER OF THE CARE TEAM OR ANY OTHER MEMBER.
17. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE THE SERVICE TO YOU IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD WELLTHY, NOR OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, SUPPLIERS, OR AFFILIATES LIABLE FOR ANY CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) (COLLECTIVELY, “LIABILITIES”) RESULTING FROM OR ARISING OUT OF (I) YOUR USE OF OR INABILITY TO USE THE SERVICE INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY MEMBER; (II) ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS OR ANY MEMBER OF THE CARE TEAM; (III) ANY DESTRUCTION OF YOUR INFORMATION; ANY CONTENT OBTAINED FROM THE SERVICE OR (IV) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WELLTHY, NOR OUR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR ARISING OUT OF (I) YOUR USE OF OR INABILITY TO USE THE SERVICE INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY MEMBER; (II) ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS OR ANY MEMBER OF THE CARE TEAM; (III) ANY DESTRUCTION OF YOUR INFORMATION; ANY CONTENT OBTAINED FROM THE SERVICE OR (IV) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN THE EVENT THAT WELLTHY IS FOUND LIABLE FOR DAMAGES ARISING OUT OF YOUR USE OF THE SERVICE, IN CALCULATING OUR MAXIMUM AGGREGATE LIABILITY, YOUR RECOVERY IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO WELLTHY FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM AROSE.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
Any and all disputes between you and Wellthy arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Service.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND WELLTHY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WELLTHY 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. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Wellthy must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in New York, NY. The arbitrator's ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New York City, New York.
You agree to defend, indemnify, and hold harmless Wellthy, our licensees, licensors, and each of our and their respective owners, employees, contractors, agents, officers, directors, and legal representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees), whether brought by third parties or otherwise, resulting from or arising out of (a) your use of and access to the Service, by you or any person using your Account and password including any Journey or Task Member you invite to use the Service; (b) a breach of these Terms; and (c) your violation of any law or the rights of a third party.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
This Agreement is effective until terminated by you or Wellthy.
We may terminate or suspend your Account and bar access to the Service immediately, without prior notice or liability, in our sole discretion, without limitation, for any reason or no reason whatsoever, including but not limited to for a breach of the Terms.
If you wish to cancel your Account, you may do so by discontinuing the use of our Service. All provisions of the Terms that by their nature shall survive closure of your Account or termination of this Agreement, shall survive cancellation of your account or termination of these Terms, including, without limitation, ownership provisions, warranty disclaimers, indemnity, feedback, and limitations of liability.
Excluding DMCA takedown notices subject to the notification instructions set forth in Section 12, all notices required under these Terms shall be made to you at your email address then on file and to Wellthy at email@example.com.
23. Governing Law
These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its choice of law principles.
If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
This Agreement is not assignable, transferable, or sublicensable by you without our prior written consent. We may assign or transfer this Agreement to a third party without your consent. This Agreement will inure to the benefit of Wellthy, our successors, and assigns.
The section and paragraph headings contained in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
No agency, joint venture, partnership, or employment relationship is created as a result of this Agreement, and neither party has any authority to bind the other to any agreement.
28. Entire Agreement
If you have any questions about these Terms, please contact us at:
300 West 57th Street
New York, NY 10019