Wellness Provider Terms of Service
Updated September 30, 2018.
1.1. Acceptance of the Terms
Please read the Terms carefully before connecting with the Sites and/or the Application. You accept and agree to be bound by these Terms by acknowledging such acceptance during the registration process. If you do not agree to any of the provisions as set forth herein under these Terms, please do not use any of the Services. Without derogating from the generality of the above, these Terms apply to any WP.
The obligations set forth are in addition to, and not in lieu of, your professional and legal obligation as licensed, insured, registered or certified under the applicable laws and regulations.
1.2. Eligibility to Use the Services
By using the Services, you acknowledge and represent that: You are at least eighteen (18) and that you possess the legal right and ability to enter into this Agreement and use the Services. In addition: (a) You represent and warrant that you have not been previously suspended or removed from the Sites or Application; (b) You represent and warrant that you are licensed, adequately insured and certified to provide the Wellness Services you wish to offer the Users; (c) Your use of the Services does not violate any applicable law or regulation; If wellb.me is informed or has reason to believe that you are not eligible to use the Services or that you have become ineligible, your use may be terminated without prior notice and your Account may be deleted. If wellb.me shall delete your Account due to such ineligibility, you hereby waive any claim against wellb.me.
The Services shall be provided through wellb.me servers and/or third party’s external servers or cloud services used by wellb.me, to be determined by wellb.me at its sole discretion.
If you are using the Services on behalf of an individual, company, entity, or organization, you represent and warrant that you are an authorized representative with the authority to bind such individual or organization to this Agreement and agree to be bound by the Agreement on behalf of such individual.
As a prerequisites to use the Services, you represent and warrant that you hold, and at all times will hold, the appropriate professional insurance, that covers all costs and expenses including but not limited to legal and/or medical expenses, and the payment of all claims for all amount you may be legally obligated to pay as a result of any damages to any User and/or third party, arising out of your connection with wellb.me, and/or in connection with the Wellness Services provided by you to all Users, as part of or during the Wellness Services.
1.3. User’s Information
You hereby declare and acknowledge that, wellb.me is not liable for any of the details, information or materials supplied by the Users regarding their personal details as published on their User’s Profiles, the Sites or Application, or communicated to you in any other form or means of media, publicly or personally, that is either linked or posted on the Sites (collectively the “User’s Information”).
The User’s Information may be updated from time to time and therefore wellb.me does not routinely screen its Users or perform a background check or attempt to check and verify the information posted by the Users on their User’s Profiles, the Sites and/or the Application.
As wellb.me cannot verify the information provided by the User, including but not limited to information regarding the User’s medical history you understand and acknowledge that if you desire to receive any information from the User, including medical information, it is your responsibility, and yours only, to request this information from the User and you waive any claim against wellb.me that shall arise from any failure due to User’s Information or the lack thereof. You assume full responsibility to take precautions and use common sense in all actions and interactions with any third party you interact, including but not limiting to the Users, within or through the Services in order to protect your personal safety and your professional reputation.
wellb.me is not liable for any of the User’s Information, and any claim that shall arise as to the accurateness or misrepresentation thereof, shall be held strictly against the Users.
1.4. Modifications of Terms
wellb.me reserves the right to change, add to, delete a portion of or otherwise modify, from time to time, at its sole discretion, these Terms. Posting the modified Terms on the Sites will give effect to its revised terms within 10 days as of such posting, unless earlier accepted by you. Thereafter, any continuing use of the Services by you will constitute your expressed agreement to abide by the revised terms.
2.1. Registration and Profile
In order for you to offer your Wellness Services on the Sites, you are required to register to the site by completing the registration process (the “Registration Process”). The Registration Process will require you to fill out your WP’s Profile which shall contain, amongst others, your full name, e-mail address, phone number and address, profile picture, information regarding your field of practice and specialty, professional training together with certifications & diplomas to that effect, professional experience together with your bank account details and W9 form (“Wellness Provider’s Profile”). Once you have completed the registration process and supplied all the required information, you may offer your Wellness Services using the WP’s Profile you created (“Account”). You may choose your wellness specialty/specialties from the list of wellness activities offered to the Users on the Sites or the Application (the “Wellness Specialty”);
You represent and warrant, that all the registration information you have submitted is accurate and truthful and that you agree to update and maintain the accuracy of such information at all times. wellb.me reserves the right to suspend or terminate your Account if registration information submitted seems (in its sole discretion) or proves to be false, inaccurate or incomplete. Further, you represent and warrant that any checks that wellb.me may perform will not derogate from your liability to continually provide true and full information about yourself and that the Wellness Services you offer are in compliance with any law, regulation or license and/or insurance, if applicable and/or required and that it is your sole responsibility to comply with any such laws and/or regulations, as applicable.
The Registration Process will require you to enter a user name and password (“Account Details”). You are entirely responsible for the maintenance of your Wellness Provider’s Profile, Account and the confidentiality of your Account Details, including but not limited to updating your password from time to time and logging out of your Account at the end of each use of the Sites and/or Application.
If you suspect any breach of security or any unauthorized use of your Account, you hereby agree and warrant you shall notify wellb.me immediately. Notwithstanding anything to the contrary, you shall bare all responsibility for the use of your Account and any activity that shall occur through it. wellb.me will not be liable for any loss of data you may incur as a result of any unauthorized use of your Account.
Registration under more than one Account for any reason is prohibited.
You are fully aware that the Services provided by wellb.me are based on a computerized “best match” algorithm/ system and therefore wellb.me does not undertake that any of the WPs will obtain a certain periodical income and/or that the WP will provide Wellness Services to a certain number of Users.
The booking process through the site or Application shall include the following steps:
(1) You shall provide your available hours, the type of Wellness Services you wish provide during those hours, the length of each session and the price including any applicable sales, use or other taxes that you deem are due for each Wellness Service offered. In addition, you will be required to state the location and distance and whether, you are willing to travel out of your permanent place of business;
(2) Once the User has booked a session with you, you (and the User) shall receive a notification attesting that the session has been booked and it will appear on your wellb.me dashboard on the Sites and Application (“Booking”).
The Booking is based entirely on the information provided by you in your Wellness Provider’s Profile and the information provided by the User, therefore wellb.me is not responsible for any error in the Booking process that results from misguided information thereof.
wellb.me will not be liable for cancelled or otherwise unfulfilled Bookings, or any damages resulting therefrom, unsuccessful payments or costs of any kind related to cancelled or missed Bookings, by the Users. This does not derogate from any of your obligations under the Terms.
2.3. Exclusive Booking After First Introduction
Users that were originally offered to you through the Sites and/ or the Application are considered first introduced user (“First Introduced User”) unless such Users received services performed by you prior to your initial meeting with them through the Sites and/or Application.
You represent and warrant that regarding First Introduced User, all subsequent appointments with them will be made through the Sites and/or the Application. Furthermore, you hereby agree that if you offer Wellness Services to a First Introduced User not through the Sites and/or the Application, it would be considered a material breach of trust and wellb.me, at its own discretion, may immediately terminate your Account without any prior notice. In addition, if you schedule an appointment with a First Introduced User not through the Sites and/or the Application you hereby agree to notify wellb.me and to pay it the applicable fee, as if the Appointment was scheduled through wellb.me.
2.4. WP’s Responsibilities and Liabilities
You will be solely responsible for providing all equipment and supplies for the effective provision of your Wellness Services booked through the Sites or the Application. You will personally provide the Wellness Services. You acknowledge that it is your obligation to ensure a proper level of care for any User you provide Wellness Services to. The Wellness Services you provide shall be in accordance with all applicable laws and regulations. You represent and warrant that you will maintain the confidentiality of the Users’ personal information you have access to and/or disclosed to you during use of the Services, including but not limited to the Bookings and the Appointments.
You represent and warrant that once you have offered your available sessions, they can be booked by any User through the wellb.me Sites and/or Application, and that you agree to provide the Wellness Services to the User that has booked with you through wellb.me. If you know that an available session you entered into the Sites and/or Application is no longer available and you cannot offer Wellness Services at this time and date, so long as this session was not booked you will update the Sites and/or Application as soon as possible. You may not sell a session to any other customer of yours (that is not connected through wellb.me) if this session has been booked on the Sites and/or the Application.
You represent and warrant you will use the Sites and/or Application in strict compliance with all laws and regulations, including, without limitation, laws regulating marketing, advertising, security, and privacy, such as the Telephone Consumer Protection Act (including the Telemarketing Sales Rule and “Do Not Call” regulations), the Federal Trade Commission Act, the CAN-SPAM Act of 2003, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and all other related federal and state laws and regulations.
In order to complete a Booking, the User must pay the full price (including any applicable taxes if required by law) you quoted for the session desired.
wellb.me shall collect the said fee (“Fee”) and issue a receipt thereafter to the User and deduct from the Fee a 20% commission (“Commission”). After deducting the said Commission, and after the Booking is no longer cancelable by the User, wellb.me will transfer the Fee less the Commission (“Payment”), to your bank account that appears in your Account, on a bi-weekly basis.
wellb.me uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at
https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. If you have questions regarding the MSA, please contact Braintree at 877.434.2894.
You hereby represent agree and acknowledge that:
(a) The Fee as stated above is inclusive of all applicable taxes. “Taxes” are defined as – all taxes applicable in regards to the Services contemplated hereunder or resulting there from, including but not limiting, any sale, use or similar taxes whether payable to any federal, state, local or other principality (as applicable) and any other compulsory payment applicable under any applicable law. WP shall be solely responsible for any income taxes or other assessments made or imposed by any governmental authority on WP with respect to the Services rendered hereunder.
(b) In order to offer any Wellness Services and receive Payment from wellb.me you declare that you have in your possession the needed Certificate of Authority issued by the State of New York. It is your responsibility and yours only to supply wellb.me with a copy of the Certificate of Authority and you hereby represent that you own and hold the aforementioned certificate.
(c) You will issue an invoice for the full Fee including sales, use or similar tax as required by the jurisdiction where you are located. The sales, use or similar taxes shall be detailed on the invoice as a separate line item (if applicable). You clearly understand that under the laws of many states, the invoice must separately state the sales tax billed, and list the type of wellness services offered by you, so that it is clear if it is taxable or not. Any deduction shall be done by you and any and all registration, payment or tax refund in accordance to the Services through the Sites and/or Application, is your responsibility and yours only. You agree to indemnify and hold wellb.me harmless from and against any claims for sales, use or similar taxes owing due to your provision of the Wellness Services.
2.7. Referral Rewards
wellb.me is very happy to have people help it by referring Wellness Users that will use the Sites and/or the Application. To show its gratitude, for every User, referred by you using the Sites or the Application, which will register for the Services and complete the at least 2 Bookings, wellb.me shall accord you a “Thank You Reward” (as defined below).
Thank You Reward shall mean – a monetary value of US$20, to be awarded to your Wellness Provider’s Profile credit balance.
Upon accumulating a Thank You Reward, you may redeem it using the Sites.
Support services in connection with the Services may be provided to you by wellb.me via email, from time to time, at wellb.me’s sole discretion. Without derogating from any provision herein, any support services provided to you by wellb.me is provided “AS IS” and on an “AS AVAILABLE BASIS” and any use of such support thereof by you shall be made at your own risk and responsibility.
By creating a WPs Profile and Account on the Sites and/or Application, and by using the Services, you hereby agree to receive text messages, and emails from wellb.me in order to keep you informed and up dated regarding any Booking made by a User requiring your offered Wellness Services.
As a WP, you will able to see on your Account certain details pertaining to your current status of fees collected and due to you from wellb.me, your rating, upcoming booked sessions, etc.
You hereby agree that after Booking with a User, your phone number, as provided by you, will be sent to that User who booked you, and you will receive the User’s phone number, all in order to allow you to communicate directly with the User.
You may request at any time to unsubscribe and remove yourself from any list or from any newsletter or promotional information sent to you by wellb.me.
Depending on your carrier plan, you acknowledge, understand and agree that when using the Services, you may be responsible for standard phone, data and messaging charges from your wireless carrier. Under no circumstances will wellb.me be responsible for any wireless email, data, phone, or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number, or email address. In addition, you acknowledge that any terms between you and any third-party carrier and/or provider of mobile and/or internet services will create no obligation or responsibility on the part of wellb.me, and wellb.me shall in no way be responsible for any failure of warranty by any such third party.
You acknowledge that it may not be possible for wellb.me to send you messages, due to factors out of its control relating to message delivery such as factors that are depending on your mobile carrier service. This can result in failure of sending text messages for example. wellb.me has no liability for transmission delays or message failure if such occur.
2.10. Changes in the Services
Notwithstanding anything to the contrary, wellb.me reserves the right to suspend, discontinue, modify, or remove any Services offered from time to time, without prior notice, without reason or liability, and/or to offer certain services only in various versions or in selected times, based on wellb.me sole discretion.
In addition, wellb.me expressly reserves the rights to charge you, in the future, for Services which are currently available for free. wellb.me will not charge you for using any such additional services, before receiving your consent. However, wellb.me reserves the right to terminate your Account with wellb.me and cancel your registration for the Services, in whole or in part, should you refuse to provide such consent and payment if and when so required and in other circumstances as wellb.me sees fit according at its own discretion.
2.11. Your Content
The Sites may invite you to create a Profile, chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials via the Sites, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to the Sites will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that: (i) the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; (ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize the Sites to use your Contributions as necessary to exercise the licenses granted by you under this Agreement; (iii) Your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by us), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party, including but not limited to the Users; (iv) if your employer has rights to intellectual property you create, you have either received permission from your employer to make available the Contribution, or secured from your employer a waiver as to all rights in or to your Contribution; and (v) Your Contribution does not violate any state or federal law designed to regulate electronic advertising.
By posting Contributions to any part of the Sites, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice or any contribution of the two) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing.
3.1. Use License
If you are accessing the Services via our mobile Application, then wellb.me grants you a revocable, non-exclusive, non-transferable, limited right to install and use the Application on wireless handsets owned and controlled by you, and to access and use the Application on such devices strictly in accordance with the terms and conditions of this license. You shall use the Application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the Application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of wellb.me or its affiliates, partners, suppliers or the licensors of the Application; (e) use the Application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the Application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Application; (h) use the Application to send automated queries to any websites or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of wellb.me or other intellectual property of wellb.me in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
3.2. Terms Applicable To Apple and Android Devices
The following terms apply when you use our mobile Application obtained from either the Apple Store or Google Play to access the Services. You acknowledge that this Agreement is concluded between you and wellb.me only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and wellb.me, not an App Distributor, is solely responsible for the wellb.me Application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the Application is limited to a non-transferable license to use the Application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: wellb.me is solely responsible for providing any maintenance and support services with respect to the Application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. (3) WARRANTY: wellb.me is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be wellb.me’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that wellb.me, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Application. (8) THIRD PARTY BENEFICIARY: wellb.me and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
wellb.me owns and retains the entire title, rights and/or interest in and to its technology, Sites, Application and/or any of the Services (and/or any part thereof ) and any and all intellectual property rights related and associated therewith, including but not limited to any improvements, specifications, work products, updates, upgrades, error-corrections or other modifications thereof in the form of scripts, codes, formulas, reports, notes, records, charts, analyses, lists and any other documents, material or work products. wellb.me’s Sites, Application and/or other Services contain technology, data, ideas, know-how, trademarks, trade secrets, inventions, copyrights and other proprietary information of wellb.me, and all content, codes and/or other work products generated through, produced by or otherwise related to or associated with wellb.me Sites (“Intellectual Property”). You are not granted with any proprietary rights or license in or to the Sites, Application and/or any of the Services, and/or the Intellectual Property associated or related to the Sites .
5.1. General Disclaimer
You expressly agree that any use of the Sites, the Application and/or any part of the Services is entirely at your own risk. The Sites, the Application and any of the Services are provided on an “AS IS” or “AS AVAILABLE” basis, and wellb.me disclaims to the fullest extent permitted by law any and all express, implied and statutory warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, security, reliability, timeliness, accuracy, performance of the Sites and/or the Application and/or the Services, warranties for other services received through or advertised on the Sites, the Application and/or any of the services accessed through any links on the Sites or the Application regarding any of the Services. wellb.me disclaims any destruction to your property resulting from viruses, bugs, malware and/or any other failure or default or any other harmful components in connection with the Sites, the Application and/or any of the Services. Without limiting the generality of the foregoing, wellb.me makes no warranties, representations or other affirmation regarding suitability of the Sites, Application and/or any of the Services for use with third party products, or regarding the performance thereof. In addition, wellb.me do not represent or warrant to you that: (a) Your use of the Services will meet your requirements, (b) The Sites, the Application, any of the Services and/or Your use of the Services will be uninterrupted, timely, secure or free from error, suitable, reliable and/or durable.
5.2. Medical Disclaimer
You expressly consent, agree and take sole responsibility not to provide any medical treatments that only medical physicians are allowed to provide by law.
5.3. wellb.me Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL wellb.me BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO THE LOSS OF USE, DATA, BUSINESS OR PROFITS), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITES, THE APPLICATION AND/OR ANY OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISE FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITES, THE APPLICATION AND/OR ANY OF THE SERVICES – WITH RESPECT TO ALL – WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, TORT OR OTHERWISE, AND WHETHER wellb.me HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITES, THE APPLICATION AND/OR ANY OF THE SERVICES OR ANY LINKS ON THE SITES, THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
IN ADDITION, wellb.me WILL NOT BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET FAILURE, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURE, OTHER EQUIPMENT FAILURE, ELECTRICAL POWER FAILURES, HOSTING SERVICES FAILURE, OTHER THIRD PARTIES’ PRODUCTS OR SERVICES FAILURE, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT OR AIR CONDITIONING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.
5.4. Disclaimer of Advertisement or Sponsored Content
The Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted on the Sites is accurate and complies with applicable laws. wellb.me is not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials. wellb.me does not endorse or promote or represent any of the products or services offered and will not be liable for these products or services. The placement of the advertisement or sponsored content, the selection of the advertisement or sponsored content and the tagging of such advertisement or sponsored content, may be done in an automated manner and in no case wellb.me will be responsible or liable for the selection, placement or tagging of an advertisement or sponsored content.
5.5. Disclaimer of Third Parties Services and Resources
wellb.me uses third party materials such as IT infrastructure services, amongst others, in order to provide the Services. Without derogating from any of the aforesaid, you acknowledge and agree that wellb.me is not and shall not be responsible for the availability of any such external third party services or resources, and shall not be liable for any loss or damage which may be incurred by you as a result of the lack of availability of those external third party services or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any products available from such third party services or resources.
These Terms are and shall remain in full force and effect as long as you use any of the Services. You may stop using the Services at any time and in your sole discretion, with no need for justification and with no extra-charge, by contacting wellb.me and requesting to disable your Account. It is your responsibility to inform the Users whom you booked an Appointment with regarding such termination.
wellb.me reserves the right to terminate, without prior notice, your WP Account or to suspend any or all of the Services in connection to wellb.me all in its full discretion without your prior consent, for any reason wellb.me may see fit including violating these Terms. If your Account is terminated, your rights to use the Services as WP will cease immediately. Termination is without prejudice to all other remedies available to wellb.me by law or under these Terms.
wellb.me may, from time to time, ask you to provide information regarding your experience while using the Services, for the purpose of measuring and improving the quality of the Services and the experience of its Users and/ or WP. These feedbacks are very important to wwellb.me, and wellb.me will appreciate any such feedback. Any and all information that you voluntarily choose to provide wellb.me as feedback shall be used solely for the purpose of reviewing the feedback and improving wellb.me’s Services.
You hereby irrevocably assign to wwellb.me any rights that you may have or acquire in all ideas, inventions and/or improvements (whether patentable or not) conceived or derived or result, directly or indirectly, from any feedback written or oral, that you provide to wellb.me. Such ideas, inventions and/or improvements, shall be owned exclusively by wellb.me, and you shall not have any right in connection therewith, and you irrevocably waive any right you have or may have in the future to receive any payment, royalty or other consideration (of any kind) with respect to such ideas, inventions and/or improvements, including according to Patent Law, if applicable.
7.2. Independent Contractor.
You hereby acknowledge that you are an independent contractor and not an employee of wellbe.me and the manner in which the Wellness Services are rendered by you shall be within the your sole control and discretion. wellbe.me shall not be responsible for the WP’s acts while performing the Services hereunder. In no event shall the relationship between the WP and wellbe.me be interpreted or construed, as an employer-employee relationship and the WP hereby undertake to indemnify wellbe.me or any of its employees and/or officers against any damages which may arise thereof.
7.3. Governing Law and Jurisdiction
Any claim that the User may have in connection with these Terms must first, and before taking any other legal action, be submitted to wellb.me in the form of a complaint (to: email@example.com.), to enable the parties to resolve the claim in a friendly and effective manner.
If the parties fail to resolve the claim in this manner in a reasonable timetable, or if any other claim or dispute in connection with these Terms arises, it shall be resolved you and wellb.me agree to submit to mandatory binding arbitration any dispute, claim or controversy arising out of, related to or connected with the Agreement. All arbitration hearings shall be conducted in the County of New York. The parties agree that a neutral arbitrator from the American Arbitration Association will administer any such arbitration(s) pursuant to the rules and procedures set forth by American Arbitration Association. The arbitrator shall issue a written decision with the essential findings and conclusions on which the decision is based. Subject to the above, this agreement shall be governed by the laws of the State of New York.
Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms. In no event shall any claim, action or proceeding by you related in any way to the Services be instituted more than two (2) years after the cause of action arose.
7.4. Entire Agreement
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of wellb.me. It is your responsibility to inform the Users whom you booked an Appointment with regarding such assignment. wellb.me may assign, at its sole discretion, these Terms or any of its rights and/or obligations under these Terms, to any third party, without giving prior notice and without your consent. In any event of assignment as aforesaid, all the provisions of these Terms shall apply to the assigned party, mutatis mutandis.
If any provision of this Agreement is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement will not be affected thereby.
No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
Any provision of these Terms that contemplates performance or observance subsequent to termination or expiration of these Terms shall survive termination or expiration of these Terms and continue in full force and effect.
7.9. Electronic Contracting
Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain Your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact the Sites as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.
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