Terms of Service
Last updated November 4, 2021
Wellthy.com 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 "Service") operated by Wellthy, Inc. ("us", "we", or "our"). This Agreement sets forth the legally binding terms governing access to and use of the Service. Your ("you", "your" or "user") 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. In such a case, "you", "your" and "user" shall refer to that entity.
- "Care Coordinator" — A Wellthy employee who assists with individual tasks to be prioritized and worked on as part of the Care Project (defined herein).
- "Care Project" — An online account for the Care Recipient.
- "Care Recipient" — The individual whose healthcare is being managed by Care Team Members.
- "Care Team Member" — An individual who participates in managing a Care Recipient's healthcare using the Service.
- "Full Access Care Team Member" — A Care Team Member that has full access to the Care Project.
- "Supporter" — A Care Team Member that has limited access to certain Tasks in the Care Project.
- A user is anyone who uses the service including but not limited to any Care Coordinator, Care Recipient, Full Access Care Team Member or Supporter.
The Service is owned, provided, and operated by Wellthy. Wellthy provides an online platform and healthcare coordination service to assist families in navigating the United States' healthcare system.
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 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) Use 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 managing a Care Recipient's Care Project for a Care Recipient residing in the United States of America, United Kingdom, or Canada. We reserve the right to refuse service, terminate accounts, remove content, or edit content in our sole discretion.
When you create an Account with us, you represent and warrant that you are at least 18 years of age and authorized to either (a) create a Care Project for the Care Recipient or (b) participate in a Care Project for the Care Recipient. In addition, by using the Service, you represent and warrant that you and the Care Recipient are residents of the United States of America, United Kingdom, or Canada. We may, in our sole discretion, refuse to offer the Service or grant access to you or any other user (or amend your access to the Care Project) 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 e-mail, name and a password. Your e-mail 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 e-mail 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: (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.
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 e-mail address for the purpose of inviting them to use the Service. By providing Wellthy with such person's e-mail 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 Care Team Member invites another person to be a Full Access Care Team Member, said Full Access Care Team 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 Full Access Care Team Members or Supporters. If you are a Full Access Care Team Member, you should be cautious to only invite individuals as Full Access Care Team 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 Care Team 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 THAT WAS SENT BY YOU OR ANOTHER USER.
(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 platform 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 use a Care Coordinator through Wellthy, you understand and agree that Wellthy is not a party to any contract or agreement between you and the Care Coordinator.
WHILE WELLTHY SCREENS AND RUNS BACKGROUND CHECKS ON CARE COORDINATORS, WELLTHY DOES NOT MAKE ANY GUARANTEES AND DISCLAIMS ALL WARRANTIES AS TO THE RESULTS OF YOUR WORK WITH CARE COORDINATORS. ALTHOUGH WELLTHY RUNS BACKGROUND CHECKS ON IN-HOME AIDES IT COORDINATES WITH AND AT THE REQUEST OF ITS USERS 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 A CARE COORDINATOR OR ANY THIRD-PARTY RECOMMENDED OR COORDINATED BY US.
(h) Availability of the Service
We reserve the right to makes 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 a third-party, or you may pay for the Fee yourself. In the event the Fee is covered by your employer or a third-party, the terms of such payment will be governed by a separate agreement entered into between Wellthy and your employer/third-party. If the Fee is not covered by an employer/third-party, you will be required to pay the Fee yourself. 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. Intellectual Property
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 (collectively "Proprietary Material") that you see or read on the Service is exclusively owned by us or our licensors. Proprietary Material is protected by copyright, trademark, and other laws of both the United States and foreign countries. Proprietary Material 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 copy or use any of these marks, logos, or trade names without our prior written consent.
8. 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 DO NOT WARRANT AND 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.
9. Google Places API Web Service
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.
11. 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. CARE COORDINATORS 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 USER AND A CARE COORDINATOR OR ANY OTHER USER.
12. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS 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 USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER; (II) ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS OR ANY CARE COORDINATOR; (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 USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER; (II) ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS OR ANY CARE COORDINATOR; (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 Care Team 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 to use the 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.
17. 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.
23. Entire Agreement
If you have any questions about these Terms, please contact us at:
300 West 57th Street
New York, NY 10019 (877) 588-3917 firstname.lastname@example.org
Last Revised October 19, 2021, Effective October 19, 2021
1. Access to the Wellthy Community
Access to and use of the Wellthy Community is available to you (the “User”) subject to and conditioned upon your valid and current enrollment in Wellthy’s Care Coordination Service under your employer. You may only access and use the Wellthy Community if authorized by Wellthy in connection with your employer's enrollment in the Wellthy Service.
By clicking “I Accept” or otherwise accessing or using the Wellthy Community, you acknowledge that you have read and understand the Terms and agree to be legally bound by the Terms.
3. Your Account and Account Security
Upon completing the registration for the Wellthy Community and accepting the Terms, your account for the Wellthy Community will be established. You shall not permit any third party to access the Wellthy Community under your account. You agree to help protect the safety of the Wellthy Community by adhering to reasonable online security practices and preventing unauthorized access to your account. This includes, but is not limited to, using unique, reasonably complex and non-obvious passwords, rotated at appropriate intervals, and not sharing your Wellthy login credentials with others.
4. Use of the Wellthy Community
Your access to and use of the 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 as part of your care journey. Use of the Wellthy Community for any other purpose, including any unauthorized, fraudulent, illegal, obscene, deleterious, or other use harmful to Wellthy or any third party (collectively, the “Unauthorized Uses”) is strictly prohibited.
5. Availability to Minors
At this time, the Wellthy Community is not available to and may not be accessed or used by any person under eighteen (18) years of age, regardless of such person’s enrollment in the Wellthy Service.
6. Wellthy Community Rules
Maintaining a respectful and supportive environment welcoming to all users is important to the Wellthy Community. Users of the Wellthy Community are expected to conduct themselves in a way that fosters these goals. User 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 and offending users may be subject to suspension up to and including permanent removal from the Wellthy Community in Wellthy’s sole discretion.
Wellthy reminds you that information shared in the 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 is prohibited.
7. Right to Moderate and Restrict Access
Wellthy provides the 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 the Wellthy Community in any manner in its sole discretion. This includes the right of Wellthy (and Wellthy Community Moderators) to modify, suspend, and terminate your access to and use of the Wellthy Community in its sole discretion without cause or notice and to restrict and remove any content or materials contributed to the Wellthy Community by you or others without exception.
8. Your Content
You shall retain ownership of the content you submit, provide, or otherwise contribute to the Wellthy Community (your “User 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 User Content, which license shall include without limitation the right to copy, modify, create derivative works from, distribute, publicly display, publicly perform, and transform your User Content without any obligation of compensation or moral attribution. Such license includes, unequivocally, the right of Wellthy to make your User Content available for syndication, broadcast, distribution, or publication by Wellthy and its partners.
By submitting User Content to the Wellthy Community, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to your User Content set forth in the Terms. Wellthy reminds you that you are solely responsible for your User Content and that you may be held liable for User Content shared without all such necessary rights.
9. Third-Party Content
Wellthy is not responsible for Third-Party content and materials, including links to any websites, products, and services (collectively, “Third-Party Content”) within the Wellthy Community, and Wellthy hereby disclaims all liability relating to Third-Party Content.
10. Intellectual Property
Except as may be the intellectual property of Third Parties as described in Section 9, Wellthy is the sole and exclusive owner of all rights, title, and interest in the Wellthy Community, including, but not limited to, the Wellthy name and logo, trademarks, and all aspects of the Wellthy Community software, its source code, and related documentation (collectively, the “Wellthy Intellectual Property”).
You may not (i) copy, modify, or create derivative works of the Wellthy Intellectual Property or any software component of the Wellthy Community, 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 Wellthy Community, in whole or in part; (iv) remove any proprietary notices from the Wellthy Community; 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.
11. 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 User Content as a result of a DMCA takedown notice, you may submit a proper counter notice at the contact information above.
Except as prohibited by law, you (the “Indemnitor”) agree to indemnify, defend, and hold harmless Wellthy, its officers, directors, members, employees, contractors, third party service providers, and agents (collectively, the “Indemnitees”) from or against any claim or liability, including reasonable attorney fees and expenses, arising out of your access to and use of the Wellthy Community, regardless of legal theory or claim. With respect to this Indemnity, the Indemnitee reserves the right to control how any such defense is carried out and to ultimately determine any resolution thereof and the Indemnitor agrees to cooperate with the Indemnitee in such defense and resolution.
14. Disclaimers; Assumption of Risk and Limitation of Liability
THE WELLTHY COMMUNITY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WELLTHY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WELLTHY PROVIDES NO REPRESENTATION OR WARRANTY CONCERNING THE SECURITY, RELIABILITY, OR AVAILABILITY OF THE WELLTHY COMMUNITY OR THAT THE WELLTHY COMMUNITY IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE.
BY ACCESSING AND USING THE WELLTHY COMMUNITY, YOU ASSUME THE RISKS OF SUCH ACCESS AND USE, INCLUDING, BUT NOT LIMITED TO, RISKS TO YOUR DEVICE, COMPUTER SYSTEM, AND DATA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WELLTHY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE WELLTHY COMMUNITY, REGARDLESS OF LEGAL THEORY OR CLAIM. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THEN SUCH SPECIFIC LIMITATIONS MAY NOT APPLY TO YOU.
15. Governing Law and Dispute Resolution
Governing Law. The Terms shall be governed in their entirety according to the laws of the State of New York without giving effect to its conflicts of law principles.
Dispute Resolution. Except with respect to injunctive relief sought under Section 9, any claim or controversy arising out of or relating to the Terms or your access to or use of the Wellthy Community shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in New York County, New York before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction in New York County, New York. Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration. If this arbitration provision is unenforceable based on your jurisdiction or a court of competent jurisdiction holds this arbitration provision to be unenforceable, then you agree to resolve the claim or controversy in a court of competent jurisdiction located in New York County, New York and submit to the personal jurisdiction thereof.
16. Amendments to the Terms
Wellthy may amend the Terms from time-to-time in its discretion. The “Last Revised” date above shall reflect the date of the most recent amendment, if applicable, while the “Effective” date reflects the date that the most recent Amendment did or will take effect. Your access to and use of the Wellthy Community shall be governed by the Terms then in effect at the time of your use and access. By continuing to access or use the Wellthy Community on or after the Effective date of the amended Terms, you agree to be bound by such amended Terms. If you do not agree to the amended Terms, you must cease accessing and using the Wellthy Community after such amended Terms take effect.
17. Termination and Survival
Termination. You may terminate the Terms by providing written notice of termination to Wellthy requesting the closure of your Wellthy Community account. Wellthy may terminate the Terms and the Wellthy Community with or without cause.
Survival. The following sections shall survive termination: Section 8 (Your Content), Section 9 (Third Party Content), Section 10 (Intellectual Property), Section 12 (Privacy), Section 13 (Indemnification), Section 14 (Disclaimers; Assumption of Risk; Limitation of Liability), Section 15 (Governing Law; Dispute Resolution), and Section 18 (Miscellaneous).
Excluding DMCA takedown notices subject to the notification instructions set forth in Section 11, all notices required under the Terms shall be made to you at your email address then on file and to Wellthy at email@example.com.
You may not transfer or assign any rights, interests, or obligations under the Terms, in whole or in part, without Wellthy’s prior written approval. Wellthy may freely transfer and assign its rights, interests, and obligations hereunder without notice.
If any term or other provision of the Terms is found by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced as a matter of law or public policy, all other terms and provisions of the Terms shall nevertheless remain in full force and effect.
The Terms, as may be amended from time-to-time, constitute the entire agreement between you and Wellthy with respect to the subject matter hereof.