WELLINKS TERMS OF SERVICE

1.1 The Services. Our Services guide You through an intuitive process that uses Devices to collect certain physical measurements about you as well as information about your daily habits.  The Application will then process the information collected by the Devices through its proprietary algorithms to connect You with coaching resources that will make customized lifestyle recommendations that are tailored to Your specific needs.

1.2 Spire Devices. Patients may be provided “Spire Tag” Devices (“Tags”) to collect certain physical measurements about You as well as information about Your daily habits and access to Our Application that will be preloaded onto a Spire mobile device (collectively, the Application and mobile device are the “Spire Hub” and altogether, the Tags, Application, and mobile device are “Spire Devices”). Our Spire Devices are provided free of charge by Wellinks on behalf of Your health care provider (“Provider”) to do the following:

• Onboard You into Wellinks’ remote patient monitoring program with Your Provider.

• Use the Spire Devices to record and automatically transmit physiological data including Your respiration, pulse rate, sleep, and activity data to Your Provider and detect deviations from Your baseline physiological and activity data to trigger notifications to Your Provider; and

• Access certain information about You (e.g., sleep time, active time, steps-related data).
  
  PLEASE READ THESE TERMS AND OUR PRIVACY POLICY CAREFULLY, AS THEY DESCRIBE YOUR LEGAL RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE APPLICATION AND THE DEVICES. YOU CONSENTED TO THESE TERMS OF USE IN WRITING WITH YOUR PROVIDER. By using the Services and accepting these Terms, You acknowledge that Wellinks will share Your personal information collected by the Services with Your Provider. Wellinks is not responsible for nor liable to You or any third-party for a Provider’s treatment of personal information, including any collection, use, disclosure, storage, loss, theft or misuse of Your personal information, whether or not such treatment violates applicable law or the Provider’s Notice of Privacy Practices.

1.3 General Provisions Regarding the Services. We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis, in Our sole discretion. We reserve the right to limit the quantities of any Services that We offer. All descriptions of Services are subject to change at any time without notice, at the sole discretion of Us. We reserve the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time without notice to You. Any offer for any Service is void where prohibited.

1.4 User is Responsible for Internet Services, Equipment and Software to Connect to the Services. You must provide all equipment and software necessary to connect to the Services. With the exception of the Spire Devices and any other device provided to You that is pre-loaded with the Application, You are responsible for (i) obtaining internet services required for allowing the Application to connect to the Devices as well as transmit Your information to Your Provider [and (ii) any fees, including Internet connection or mobile fees, that you incur when accessing the Services.] There are always security and access availability risks associated with using open networks such as the Internet, and You expressly assume such risks. You are responsible for the data security of the systems used to access the Service and for the transmission and receipt of information using such systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your equipment or software.

No Medical Advice

To be clear, Wellinks does not provide any healthcare services. WELLINKS IS NOT A MEDICAL SERVICE PROVIDER OR AN EMERGENCY RESPONDER, nor is it a health insurance company or licensed to sell health insurance. WELLINKS IS NOT AUTHORIZED TO PROVIDE SERVICES REQUIRING LICENSURE AND IS NOT LICENSED IN ANY JURISDICTION TO PROVIDE MEDICAL SERVICES. NO HEALTH CARE PROVIDER/PATIENT RELATIONSHIP IS CREATED BETWEEN WELLINKS AND AN INDIVIDUAL WHEN AN INDIVIDUAL USES THE SERVICES. Our Services provide an online option for communicating with Your health care providers about medical conditions that are not serious or life threatening. It is NOT intended for use in connection with active patient monitoring to allow immediate clinical action or real-time monitoring by a health care provider or the patient.  IF YOU HAVE A MEDICAL CONDITION (E.G., CARDIAC, RESPIRATORY, CANCER, ETC.), CONSULT YOUR HEALTH CARE PROFESSIONAL BEFORE (1) USING THE SERVICES, (2) ENGAGING IN AN EXERCISE PROGRAM OR (3) MODIFYING YOUR EATING PATTERN (INCLUDING ADDITIONAL NUTRIENT OR SUPPLEMENT COMPONENTS). WELLINKS IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM TRAINING PROGRAMS, CONSULTATIONS, PRODUCTS, OR EVENTS THAT YOU LEARN THROUGH THE SERVICES.  IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR THE TREATMENT, OR YOU BELIEVE OR SOMEONE ELSE ADVISES YOU THAT YOU HAVE A SERIOUS OR LIFE-THREATENING CONDITION, CALL 9-1-1 IN AREAS WHERE THAT SERVICE IS AVAILABLE, OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. THE CONTENT PRESENTED THROUGH THE SERVICES IS NOT INTENDED TO REPLACE THE RECOMMENDATIONS MADE BY A MEDICAL PROFESSIONAL OR TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR PROVIDERS OR TO ADDRESS SERIOUS, EMERGENCY OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. YOU SHOULD ALWAYS TALK TO YOUR HEALTH CARE PROVIDERS FOR DIAGNOSIS AND TREATMENT OF YOUR CONDITIONS. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICES.  Your Provider may base some of their medical advice on the personal health data that is collected from the Device. Please consult Your Provider if You have any questions about a medical condition, or before taking any drug, changing Your diet or commencing or discontinuing any course of treatment. THE FACT THAT YOUR PROVIDER IS USING OUR SERVICES DOES NOT MEAN THAT WELLINKS ENDORSES OR RECOMMENDS THE PROVIDER, AND WELLINKS DOES NOT CONFIRM THE CREDENTIALS OF ANY PROVIDERS. WELLINKS DOES NOT CONTROL THE MEDICAL ADVICE YOUR HEALTHCARE PROVIDERS GIVE YOU, AND WELLINKS DOES NOT HAVE ACCESS TO OR USE ANY OF THAT ADVICE. IT IS YOUR RESPONSIBILITY TO SEPARATELY CONFIRM THAT A HEALTHCARE PROVIDER IS PROPERLY LICENSED. Wellinks is not liable in any way for any malpractice or substandard treatment Your Provider may provide. You are using the Services at Your own risk.

User Account; Account Security

• Account Registration. You are required to create an account in order to use the Services (“Account”), which can be done by completing the registration process in the Services. You agree that all information provided by You is accurate, full, complete, and up to date at all times. Any registration is solely for You and You may only use one single Account. You may not use the Accounts of others, or allow others to use Your Account, and You are solely responsible for preventing such unauthorized use of Your Account. Username Policies. Account names are available on a first-come, first-served basis. Usernames are not Your intellectual property or personal property. Wellinks reserves the absolute right to delete, modify or change a username associated with an Account without notice for actual or suspected violation of these Terms and any Wellinks policies and procedures.

• Wellinks prohibits username squatting and the practice of reserving usernames for future use, especially where there is a likelihood that the username may confuse or mislead others. In Wellinks’ sole discretion, users violating this name squatting policy may be removed or renamed without notice. Attempts to sell, buy, or solicit other forms of payment in exchange for usernames are prohibited and may result in Account suspension or permanent termination.

• Wellinks has the absolute and unrestricted authority to delete or modify inactive users, at any time, with or without notice. Users that have not conducted any transactions on the Services for six (6) months may be deleted without notice.

3.1 Consent to Receive Electronic Communications.
By creating an Account, You consent to receive electronic communications from Wellinks (e.g., via email). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with Us. You agree that any notices, agreements, disclosures, or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also send You promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information We think will be of interest to You. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

3.2. Account Security.
You acknowledge that You shall be held solely responsible and solely liable for anything that occurs in Your Account and any activity resulting from Your Account. You agree that we rely on the user ID and password protection format to confirm whether users accessing and using Our Services are authorized to do so. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to Your Account. It is Your sole responsibility to (i) control the dissemination and use of user ID and password, and (ii) authorize, monitor, and control access to and use of Your Account and password. You shall notify Us immediately if you suspect or become aware that Your Account is being used without authorization or of any other breach of security. We strongly recommend having a complex password, which should be kept secure at all times. You are also encouraged to change your password regularly. If you wish to either change your user ID or password to log-in to your Account, or cancel and remove your Account, please send Us an e-mail of your request to support@wellinks.com.Your Account will terminate within reasonable time following your request, and from that date of termination You will no longer be able to access Your Account.

3.3 Wellinks May Suspend Accounts.
Wellinks reserves the right to terminate, suspend, or restrict your access to any Account(s) if (i) We discover You have created multiple Accounts for the same user, or (ii) We suspect that the Account(s) have been or will be used for any illegal, fraudulent, or otherwise unauthorized purposes. Under no circumstances shall Wellinks or other persons be responsible or liable for any direct, indirect, consequential, or other losses (including lost revenue, lost profits, lost business opportunities, loss of good will, or reputational harm), damages, or costs suffered by You or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s).

User Content

4.1 User Content. The Services may contain message boards, chatrooms, profiles, forums, direct messaging and other interactive features that allow users to post, upload, submit, publish, display, transmit, or otherwise make available to other users or other persons information, content or materials (collectively, "User Content") on or through the Services.  You acknowledge and agree that You are solely responsible for Your User Content that You submit or transmit to, through, or in connection with the Services or that you publicly display or displayed in Your Account profile, and You, not Wellinks, assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by You of information in Your User Content that makes You or anyone else personally identifiable. Please consider carefully what you choose to share. All User Content must comply with these Terms. You represent that You own or have the necessary rights, consents, and permissions to use and authorize the use of Your User Content as described herein. You agree that User Content that you place or that you authorize Us to place on the Services may be viewed by other members and may be viewed by any person visiting or participating in the Services. You may not imply that Your User Content is in any way sponsored or endorsed by Wellinks. You represent and warrant that Your User Content does not violate these Terms or the rights of any third-party. Any User Content You post on or through the Services will be considered non-confidential and non-proprietary. Finally, You irrevocably waive, and cause to be waived, against Wellinks and its users any claims and assertions of moral right or attribution with respect to Your User Content. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Terms or Our other policies (i) to maintain Your User Content in confidence, (ii) to pay You any compensation for Your User Content or otherwise credit You for Your User Content, (iii) to display or accept Your User Content, (iv) to respond to Your User Content, or (v) to exercise any of the rights granted herein with respect to Your User Content. You agree that Wellinks shall not be responsible or liable to any third-party for any User Content posted by You or any other user of the Services. Wellinks cannot and does not assume any responsibility or liability for any information You submit, or Your or third parties’ use or misuse of information transmitted or received using the Services. You further agree that Wellinks shall not be responsible for any loss or damage incurred as the result of any interactions between You and other users. Your interactions with other users are solely between You and such users. If there is a dispute between You and any other user, We are under no obligation to become involved.

4.2 User Content License. You hereby grant to Wellinks an irrevocable, non-exclusive, royalty-free and fully paid, transferable, assignable, perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your User Content, and to grant sublicenses of the foregoing rights, in connection with the Services and Wellinks’ business including, without limitation, for promoting and redistributing part or all of the Services in any media formats and through any media channels. By “use” in the preceding sentence We mean use, make, have made, sell, offer for sale, import, practice, copy, publicly perform, and display, reproduce, perform, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your User Content for any purpose. Please note that You also irrevocably grant the users of the Services the right to access Your User Content in connection with their use of the Services.

4.3.User Content Standards. You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that does not comply with the following standards ("Content Standards"). User Content must not:

• Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws), or any contractual or fiduciary obligations.

• Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any unlawful act; or create any risk of any harm, loss, or damage to any person or property.

• Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right, or other intellectual property rights of any other person.

• Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we deem to be unlawful, defamatory, libelous, invasive of another's privacy or publicity rights, abusive, threatening, harassing, bullying, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive, inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This includes any information or material that We deem to cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy another person.

• Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, socio-economic status, political views, or age.

• Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally misleading, or otherwise likely to deceive any person including, without limitation, impersonating any person, or misrepresenting Your identity or affiliation with any person or organization.

• Detrimental to Wellinks. Contain any information or material which may bring Wellinks under ridicule, contempt, scandal, public disrepute, which shock, insult, or offend the people of this nation or any class or group thereof, reflect unfavorably upon Wellinks, or which in the reasonable judgment of Wellinks is or may be detrimental to Wellinks.

4.4 Monitoring and Enforcement. We reserve the right at all times, but are not obligated, to:

• take any action with respect to any User Content that We deem necessary or appropriate in Our sole discretion, including, without limitation, if We believe that such User Content violates the Content Standards or any other provision in these Terms, or creates liability for Wellinks or any other person. Such action may include reporting you to law enforcement authorities.

• remove or reject any User Content for any or no reason in Our sole discretion.

• disclose any User Content, Your identity, or electronic communication of any kind to satisfy any law, regulation, or government request, or to protect the rights or property of Wellinks or any other person.

• Terminate or suspend Your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

We do not review User Content before it is posted or transmitted on or through the Services, and therefore cannot ensure prompt removal of questionable User Content. Accordingly, Wellinks and its affiliates, and their respective officers, directors, employees, contractors, or agents, assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third-party. Wellinks shall have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

4.5 Statistical Information. We may derive and compile, either manually or automatically, anonymized and aggregated data related to the performance, operation, and use of the Services (“Statistical Information”) including by You, and use such Statistical Information for Our business purposes, including for operations management, for research and development, and for sharing with relevant parties. We own the rights in and to such Statistical Information.

Intellectual Property Rights

5.1 Intellectual Property Ownership. ‍

• all elements of the Services and their entire contents, features and functionality (including but not limited to all information, text, graphics, logos, icons, displays, images, videos and audio, downloads, interfaces, code and software, design, and the selection and manner of compilation and presentation) (collectively, “Services Content”) are owned by Wellinks, Our content providers, or Our licensors (as applicable), and may be protected by copyright, trademark, patent, trade secret, and other applicable laws. Wellinks, Our content providers, or Our licensors (as applicable) retain full and complete title to and reserve all rights in the Services Content on the Services, including all associated intellectual property rights. Wellinks neither warrants nor represents that Your use of Services Content on the Services will not infringe rights of third parties.

• You may access the Services only for Your permitted use under these Terms, and You may not modify or delete any copyright, trademark, or other proprietary notice relating to any Services Content You access. Your access to and use of the Services does not grant You any license or right to use any trademark, logo, or service mark displayed on the Services. You agree not to display or use in any manner the Wellinks marks without Wellinks’ advance written permission.

• All software used in connection with the Services is the property of Wellinks or Our licensors and protected by United States and international copyright laws, and subject to separate license terms, in which case those license terms will govern such software. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services or access to the Services, or any contact on the Services through which the Services are provided, without express written permission by Us.

• All rights not expressly granted herein are reserved by Wellinks, Our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Services, and as they may be updated from time to time.

5.2 Feedback. By sending Us any feedback, comments, questions, ideas, proposals, or suggestions concerning Wellinks or the Services whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), You represent and warrant (i) that You have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that Your Feedback does not contain the confidential or proprietary information of any third-party or parties. By sending Us any Feedback, You further (a) agree that We are under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that We may have something similar to the Feedback already under consideration or in development, and (c) grant Us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into the Services, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to You. This Feedback section shall survive any termination of your Account or any aspect of the Services. You may submit Feedback by emailing Us at info@wellinks.com.

5.3 Open-Source Software. The Services may contain or be provided together with open-source software. Each item of open-source software is subject to its own license terms. If required by any license for particular open-source software, Wellinks makes such open-source software, and Wellinks’ modifications to that open-source software (if any), available by written request to support@wellinks.com. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

License Grant; Prohibited Uses

6.1 Application License Grant. Subject to Your compliance with these Terms, during the term of these Terms Wellinks grants You a limited worldwide, revokable, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Application on a mobile device or computer that You own or control and to run such copy of the Application solely for Your own personal non-commercial purposes. For clarity, the foregoing is not intended to prohibit You from installing the Application on another device on which You also agreed to these Terms. Wellinks reserves all rights in and to the Application not expressly granted to you under these Terms.
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6.2 Prohibited Uses. There is certain conduct which is strictly prohibited when using the Services. You must only use the Services in accordance with all applicable international, federal, state and local laws, and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violates any law. Except as expressly permitted in these Terms, while using the Services, You: (i) may not make available or use the Services for the benefit of any third-party, including, but not limited to, as a service bureau; (ii) may not sell, resell, license, sublicense, transfer, distribute, make available, rent or lease the Services, or exploit the Services for any commercial purposes; (iii) may not use the Services to store or transmit any illegal, immoral, unlawful, and/or unauthorized materials or interfere with or violate a third-party’s rights to privacy and other rights, or harvest or collect personally identifiable information about third parties without their express consent; (iv) may not use the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (v) may not interfere with or disrupt the integrity, performance, or operation of the Services or any part thereof; (vi) may not attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Services; (vii) may not use or take any direct or indirect action that imposes or circumvents any usage limits; (viii) may not copy (except for making a reasonable number of copies for backup or archival purposes), modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Services, or any material that is subject to our proprietary rights or use any of the foregoing to create any software or service similar to the Services; (ix) may not use any information or materials of any user or other third-party appearing on or through the Services, without Our prior written consent; (x) may not misrepresent or impersonate any person or provide inaccurate Account information; (xi) use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents; or (xii) access or use the Services for the purpose of creating a product or service that is competitive with any of our products or Services. Without limiting the generality of the foregoing, no employee, independent contractor, agent, or affiliate of any competing COPD coaching service is permitted to view, access, or use any portion of the Services without express written permission from Wellinks.  Any breach of these Terms by You, as shall be determined in Our sole discretion, may result in the immediate suspension or termination of Your Account. If You are blocked by Wellinks from accessing the Services (including by blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking Your IP address or using a proxy IP address or virtual private network). Wellinks may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

Third-Party Services and Websites

Certain information, content, products, and services available via the Services may include materials from third parties or provide You with access to third-party tools, products, and resources over which We neither monitor nor have any control nor input.  Further, third-party links on the Services may direct You to third-party websites that are not affiliated with Us. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites, or for any other materials, products, or services of third parties. The views expressed in third-party materials, websites, resources, products, or services are those of such third-party, and do not necessarily reflect Our views.

You acknowledge and agree that We provide access to such materials, products, websites, tools, and resources “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources. Any use by You of third-party materials, tools, products, services, and resources offered through the Services is entirely at Your own risk and discretion and You should ensure that You are familiar with and approve of the terms on which such items are provided by the relevant third-party provider(s).

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure You understand them before You engage in any transaction. You may not use third-party content without that third-party’s permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party.

Payment

8.1 Fees. To the extent the Services or any portion thereof is made available for any fee, You may be required to select a payment plan and provide information regarding Your credit card or other payment instrument. You represent and warrant to Wellinks that such information is true and that you are authorized to use the payment instrument. You will promptly update Your account information with Wellinks or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Wellinks the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. If Your payment plan includes an ongoing subscription that is automatically renewed periodically, You hereby authorize Wellinks (through the Payment Processor) to bill Your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until You terminate your Account, and You further agree to pay any charges so incurred. If You dispute any charges you must let Wellinks know within sixty (60) days after the date that Wellinks charges You. We reserve the right to change Wellinks’ prices. If Wellinks does change prices, Wellinks will provide notice of the change through the Services’ user interface, a pop-up notice, email, or through other reasonable means, at Wellinks’ option, at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes Your agreement to pay the changed amount If you choose to initiate a transaction via the Service, you agree (i) to pay the applicable fees and any taxes (other than taxes based on Wellinks’ net income); (ii) that Our Payment Processors may charge Your credit card or third party payment processing account, including, but not limited to, Your account with the third party app store or distribution platform (like the Apple App Store, Google Play or the Amazon App store) where the Application is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (iii) to bear any additional charges that your App Provider, bank or other financial service provider may levy on You as well as any taxes or fees that may apply to Your purchase.
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8.2 Payment Processing. Notwithstanding any amounts owed to Wellinks hereunder, WELLINKS DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Services via bank account, credit card, or debit card, We use a third-party payment processor to securely store Your payment information and process Your payments (“Payment Processor”). These payment processing services are provided by a third-party Payment Processor and are subject to the third-party Payment Processor terms and conditions and other policies. By agreeing to these Terms, users that use the payment functions of the Services also agree to be bound by the third-party Payment Processors’ agreements, as the same may be modified by the third-party processor from time to time. Our Payment Processors may ask You to supply additional information relevant to Your transaction, such as Your credit card number, the expiration date of Your credit card, and Your address(es) for billing (such information, “Payment Information”). You will provide all Payment Information directly to our Payment Processors. You represent and warrant that You have the legal right to use all payment method(s) represented by any such Payment Information. You hereby authorize the third-party Payment Processor to store and continue billing Your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Services. Please contact the third-party Payment Processor for more information.  Wellinks assumes no liability or responsibility for any payments You make through the Services.
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8.3 Chargebacks. We may institute a chargeback policy as We deem appropriate in the event that You or Your bank does not honor a payment obligation or if our Payment Processors question Our ability to collect funds from You. As part of such chargeback policy, We may in Our sole discretion suspend, terminate, or otherwise limit Your ability to use the Service or otherwise take any action We or our Payment Processors deem necessary.
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8.4 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Wellinks regarding future functionality or features.
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8.5 Device Trial Period. You acknowledge that You will need access to our Devices in order to use some of the Services.  We will provide You with the Devices You need to use the Services during the initial ninety (90) day trial period (the “Trial Period”) and You agree to make the required installment payments for the Devices during that Trial Period.  You may elect to terminate Your subscription to the Services by contacting Our help desk at 1 (844) 583-0587 and expressing Your intent to terminate.  If You terminate prior to the expiration of the Trial Period You will be eligible to receive a refund of amounts paid during such Trial Period.  In order to receive a refund, You must return Your Devices to Wellinks within thirty (30) days of the date of termination.  Refunds will only be issued for Devices that are returned in working order and without the need for refurbishment, other than ordinary wear and tear. Wellinks will determine the working order of each returned Device in its sole discretion.  Up until such time as You make all installment payments for the Devices, Wellinks retains all right, title and interest in and to the Device and no right, title or interest in the Device will pass to You. You will keep all Devices free and clear of all security interests, claims, liens and other encumbrances. From the date the Device is received by You until You pay for the Device in full, You will bear the entire risk of theft of, damage to, destruction of or loss of the Device, or any condemnation or seizure of the Device (each individually an “Event of Loss”).  When any Event of Loss occurs, You will promptly notify Wellinks and pay to Wellinks the then-current list sale price of the applicable Device.  If You default in Your payment with respect to any Device or otherwise terminate your subscription prior to paying in full for such Device, You will promptly return the Devices to Wellinks, as instructed.

Warranty Disclaimers

You acknowledge and expressly agree that: (1) THE CONTENT AVAILABLE THROUGH THE SERVICES, including without limitation exercise plans, training programs, and other similar content, IS FOR INFORMATIONAL, PERSONAL, AND EDUCATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A QUALIFIED Medical or healthcare PROFESSIONAL; (2) Wellinks does not make any representations or warranties with respect to (A) content Available through the Services, whether or not provided by or on behalf of Wellinks, and (B) specific results from use of the Services, including without limitation the learning of anything in particular or the improvement of any health condition; (3) Your interactions with Providers in connection with the Services or otherwise are at your sole discretion and risk; and (4) participation in an exercise program or diet can cause injury or other harm, and You elect to do so entirely at Your own risk.  

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WELLINKS AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, WELLINKS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICE LINKED TO OR INTEGRATED WITH OUR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT (1) YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (2) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (3) THE QUALITY OF THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (4) THE SERVICES WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/ OR DESTRUCTIVE NATURE, OR (5) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

WELLINKS AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR CONSUMPTION OF ANY SERVICES CONTENT; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (4) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (6) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES; OR (7) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.

WELLINKS DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES, PRODUCTS OR CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD-PARTY OR USER.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN EVENT WILL WELLINKS AND ITS AFFILIATES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, INTERNS, SUPPLIERS, SERVICE PROVIDERS, APP PROVIDERS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THESE TERMS OR THE SERVICES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, OR MATERIALS, OR FROM ANY COMMUNICATIONS WITH OTHER PERSONS (INCLUDING YOUR PROVIDER, AS APPLICABLE) WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE OR WELLINKS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF WELLINKS AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR THE ACCESS TO AND USE OF THE SERVICES, EXCEED THE GREATER OF (1) $100 OR (2) TO THE TOTAL AMOUNT YOU PAID TO WELLINK IN FEES OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.  

ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. IF YOU ARE NOT SATISFIED WITH THE SERVICES, THE MATERIALS, OR THESE TERMS, YOU SHOULD DISCONTINUE USING THEM – THIS IS YOUR ONLY REMEDY FOR SUCH dissatisfaction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS. IF YOU ARE IN SUCH JURISDICTION, SOME OF THESE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law. YOU MUST BRING ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES OR MATERIALS WITHIN ONE (1) YEAR OF THE EVENT FROM WHICH THE CLAIM AROSE.

Indemnification

11.1 Indemnification. You agree to indemnify, defend and hold harmless Wellinks, its affiliates and its and their respective employees, officers, directors, service providers, licensors, suppliers, agents, servants and representatives (collectively, the “Wellinks Parties”) from and against any and all liabilities, losses, claims, suits, demands, actions, proceedings, investigations (whether formal or informal), judgments, damages, costs and expense (including reasonable attorneys' fees and expenses), or threats thereof, arising out of or in any way related to: (i) with Your access to or use of the Services (including User Content); (ii) Your violation of (a) any law, rule or regulation or (b) the rights of a third-party; (iii) Your breach of these Terms or the documents incorporated herein by reference or hyperlink; or (iv) any fraud, negligence or willful misconduct by You.
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11.2 Indemnification Procedures. In the event of such a claim, suit, or action, We will attempt to provide you notice of the claim, suit, or action at the contact information We have for Your Account on file (provided, that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder). Wellinks reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Wellinks in asserting any available defenses. You agree that the provisions in this section will survive any termination of Your Account, these Term, or Your access to or use of the Services, including the purchase or use of any benefits through the Services.

Digital Millennium Copyright Act (“DMCA”)

Wellinks respects the intellectual property of others, and We ask our users to do the same. If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, You should notify Wellinks of Your infringement claim in accordance with the procedure set forth below. Wellinks will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action in accordance with the DMCA (and other applicable intellectual property laws) and these Terms. A notification of claimed copyright infringement should be sent to Wellinks’ Copyright Agent by: (1) email to support@wellinks.com (Subject line: “DMCA Takedown Request”); (2) mail to 85 Willow Street, Fox Building, New Haven, CT 0651; or (3) facsimile at 203-345-6705.
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12.1 The DMCA Process and Procedure. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, We will take reasonable steps to contact the user responsible for posting the removed content so that a counter-notification may be filed if applicable. On receiving a valid counter-notification, We generally restore the content in question, unless We receive notice from the DMCA notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA take-down notice or counter-notification. If You have any questions about Your rights, copyright infringement or the notification and counter-notification process under the DMCA, We recommend that You speak with an attorney.

12.2 Filing a DMCA “Take Down” Notification. If You are a copyright owner or an agent thereof and believe that any Services Content infringes upon Your copyrights, You may submit a take-down notification (“Take-Down Notification”) pursuant to the DMCA by providing Us with the following information in writing (see 17 U.S.C. § 512 for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works in the Services;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material; **Providing URLs or other similar specific location markers in the body of Your DMCA notification is the best way to help Us locate content quickly**

• Information reasonably sufficient to permit Us to contact You (the complaining party), such as an address, telephone number, and electronic mail address at which You (the complaining party) may be contacted;

• A statement that You (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

• A statement that the information in the notification is accurate, and under penalty of perjury, that You (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

• **(Optional) Provide information, if possible, sufficient to permit Us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to Us and possibly others for any damages, including costs and attorneys’ fees incurred by Us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
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12.3 Responding to a DMCA Notice with a Counter-Notification. We will take reasonable steps to promptly inform You if Your content has been taken down upon receipt of an effective Take-Down Notification. If You believe that the content that was removed or to which access was disabled is not infringing, or that You have the authorization from the copyright owner or the copyright owner’s agent or pursuant to the law, to use the material, You may send Us a counter notification (“Counter Notification”) containing the following information:

• Your physical or electronic signature;

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

• A statement that You have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

• Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the U.S. district court in the state in which You reside (or the U.S. district court where Our headquarters are located if Your address is outside of the United States), and a statement that You will accept service of process from the person who provided notification of the alleged infringement to Us.

You have ten (10) business days after receipt of a Take-Down Notification to send Us an effective Counter Notification or the allegedly infringing material may not be restored.
‍Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to Us for any damages, including costs and attorneys’ fees incurred by Us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
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12.4 Where to Send a DMCA Request. You must submit your DMCA Take-Down Notification and Counter Notifications to Us by email. <aside> ✉️ Email Address: support@wellinks.com Subject/Heading of Email: DMCA Takedown Request </aside>
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12.5 DMCA Notices Must Comply with these Requirements. Official DMCA Notices must provide all the information described above in order to be effective. If Your DMCA Notice is ineffective, We may ignore it and have no obligation to remove the allegedly infringing content.
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Wellinks has the Right to Remove Allegedly Infringing Content. Wellinks reserves the right to remove any content that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the content on the Services and restricting the owner's ability to use, access, or view the content on the Services. All transactions involving the Services are conducted with the knowledge and assumption of the risk that the content may subsequently be removed from the Services because of a DMCA dispute or a user’s violation of these Terms. Wellinks shall not be liable to a user of content that was subsequently taken down by Wellinks pursuant to a valid Take-Down Notification or a determination of a user’s violation of these Terms.
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Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS
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13.1 Agreement to Arbitrate. This “Dispute Resolution by Binding Arbitration” section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between You and Wellinks, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between Us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if Your claims qualify. Further, this Arbitration Agreement does not preclude You from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against Us on Your behalf. You agree that, by entering into these Terms, You and Wellinks are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

13.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WELLINKS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WELLINKS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

13.3 Pre-Arbitration Dispute Resolution. Wellinks is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@wellinks.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Wellinks should be sent to Convexity Scientific Inc. (d/b/a Wellinks), Attn: Legal Department, 85 Willow Street, Fox Building, New Haven, CT 06511 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Wellinks and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or Wellinks may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Wellinks or You will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which You or Wellinks is entitled.

13.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Wellinks and You agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If Your claim is for $10,000 or less, Wellinks agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

13.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at Your request, Wellinks will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and You are able to demonstrate to the arbitrator that You are economically unable to pay Your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that You should not be required to pay Your portion of the Arbitration Fees, Wellinks will pay Your portion of such fees. In addition, if You demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Wellinks will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

13.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

13.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection 13.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 13.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

13.8 Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Wellinks agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while You are a user of the Services, You may reject any such change by sending Wellinks written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, You are agreeing that You will arbitrate any dispute between Us in accordance with the language of this Arbitration Agreement as of the date You first accepted these Terms (or accepted any subsequent changes to these Terms).

Communications

Wellinks may communicate with You using email, phone calls, chatbots and text messages, including autodialed or prerecorded calls and text messages, at any email address or telephone number that You provide us, to: (1) notify You regarding your Account; (2) provide customer support; (3) troubleshoot problems with Your Account; (4) resolve a dispute; (5) collect a debt; (6) poll Your opinions through surveys or questionnaires; or (7) as otherwise necessary to service Your Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with You. To the extent offered by Wellinks, if You would like to receive marketing via mobile texts and alerts, You may sign up to do so. By signing up, You provide Your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of Us at the mobile number You've provided. You understand that consent is not a condition of purchase. Message and data rates may apply. If You would like to be removed from the Wellinks marketing text list, You must reply STOP to any mobile message. If at any time You intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling Your service plan or selling or transferring the phone number to another party, You agree that You will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that Your agreement to do so is a material part of these Terms. You further agree that, if You discontinue the use of Your mobile telephone number without notifying Us of such change, You agree that You will be responsible for all costs (including attorneys' fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of Your Account or these Terms.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, ET SEQ., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Termination

These Terms are effective unless and until terminated by either You or Us. You may terminate these Terms at any time by notifying Us that You no longer wish to use the Services, or when You cease using our Services and delete Your Account. Deleting Your Account can only be done by sending an email directly at support@wellinks.com with a specific request which will require Us to authenticate the request. Thereafter You shall not be able to use the Services until You renew Your registration to the Services. Cancelling Your Account may cause the loss of certain information You provided Us and/or the capacity of Your Account. We do not accept any liability for such loss.  

Termination of Your Account shall not relieve You of Your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under these Terms prior to or at the date of termination. We may terminate, limit, or suspend Your use of the Services (or any part thereof) or Your Account, if (1) You fail, or We suspect that You have failed, to comply with any term or provision of these Terms, or (2) for any other reason, with or without cause, in Our sole discretion. Such termination shall be effective immediately, and may result in the destruction of all information and data associated with Your use of the Services.

Upon termination of Your Account: (1) all rights granted to You hereunder will automatically terminate, and (2) You must immediately cease all use of the Services. Even after Your right to use the Services is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and these Terms will remain enforceable against You.

Entire Agreement

These Terms, our Privacy Policy and any other policies or operating rules posted by Us on the Services or in respect to the Services constitute the entire and exclusive understanding and agreement between You and Wellinks regarding the Services, and supersedes and replaces any and all prior oral or written understandings or agreements between Wellinks and You (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party. If there is any conflict between these Terms and a signed Master Service Agreement between You and Wellinks related to the Service, the Master Service Agreement will control.

Changes to the Application; Changes to these Terms

17.1 Changes to these Terms. Wellinks reserves the right, at Our sole discretion, to update, change, modify  or replace any part of these Terms, without prior notice to You. If we modify these Terms, We will post the changes on the Site or send the changes to You at the email address You provided to Us when You registered Your Account. However, it is Your responsibility to check the Site regularly for changes to these Terms. Your continued use of or access to the Services after We have notified You or otherwise posted and changes to these Terms, constitutes Your acceptance of those changes. If the changes to these Terms are not acceptable to You, You should immediately stop using the Services.

17.2 Changes to the Application. Wellinks may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Additionally, Updates may also modify or delete in their entirety certain features and functionality. You agree that Wellinks has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of these Terms. Based on Your mobile device settings, when Your mobile device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) You may receive notice of or be prompted to download and install available Updates. In such event that Your mobile device does not automatically download and install all available Updates, You agree to promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You give Us permission to download and install Updates to the Application on Your device. This permission can be revoked at any time by deleting the Application from Your device.

Errors, Inaccuracies and Omissions

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to the Services’ descriptions, information, materials, pricing, promotions, and offers. We reserve the right, without prior notice, to (1) correct any errors, inaccuracies, or omissions, and (2) change or update information or cancel orders, if any information in the Services or on any related website is inaccurate at any time (including after You have submitted an order).

Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, You and Wellinks submit to the personal and exclusive jurisdiction of the state and federal courts located within New Haven County, Connecticut.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Wellinks prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. Wellinks may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

General Legal Provisions

Nothing in these Terms creates an agency, partnership, or joint venture. Failure to enforce any provision of these Terms will not constitute a waiver of that provision. No waiver of rights by either party shall constitute a subsequent waiver of any right under these Terms and all waivers must be in writing by the party to be charged. If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions of these Terms remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to You may be made via either email or regular mail. Wellinks will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Wellinks’ reasonable control.  Upon termination, all provisions of these Terms, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

Wellinks is headquartered in the United States. If You access or use the Services from outside of the United States, You do so at your own risk. Whether inside or outside of the United States, You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Certain software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws.

 Usage Rules; Product Claims

Since You are downloading the Application from an App Provider Your use of the Application may also be governed by usage rules which the App Provider may have established, and which relate to Your use of the Application (“Usage Rules”). In addition to the Usage Rules specified in this Section below, it is Your responsibility to determine what other Usages Rules are applicable to Your use of the Application. You undertake to comply with all Usage Rules applicable to Your use of the Application and these are incorporated herein by reference.
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Where any terms set out under in these Terms are less restrictive than, or otherwise are in conflict with, applicable terms of the App Providers (including Apple’s usage rules set forth in Apple’s App Store Agreement), the terms of the applicable App Provider will prevail. We acknowledge and You acknowledge and agree that the App Provider(s) (and the App Providers’ subsidiaries) are third-party beneficiaries of these Terms and that, upon Your acceptance of these Terms, they will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary thereto.

If You accessed or downloaded the Application from the Apple App Store, then You agree to use the Application only: (1) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by the “Usage Rules” set forth in Apple’s App Store Agreement.

Subject to the terms of these Terms, if You accessed or downloaded the Application from an App Provider, then You acknowledge and agree that:

1. These Terms are between You and Wellinks, and not with any App Provider, and that, as between Wellinks and the App Provider, Wellinks, is solely responsible for the Application.

2. App Provider has no obligation to furnish any maintenance and support services with respect to the Application.

3. In the event of any failure of the Application to conform to any applicable warranty, You may notify App Provider and App Provider will refund the purchase price for the Application to You (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the Application. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of an Application to conform to any warranty will be the sole responsibility of Wellinks to the extent set forth in these Terms.

4. App Provider is not responsible for addressing any claims You have or any claims of any third party relating to the Application or your possession and 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. 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, to the extent required by these Terms, Wellinks will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

6. You must also comply with all applicable third-party agreements when using the Application.

7. You agree to comply with all applicable U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto, nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Application 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, including without limitation, the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (1) via email at dca@dca.ca.gov; (2) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (3) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Convexity Scientific Inc., 85 Willow Street, Fox Building, New Haven, CT 06511, 475-207-2545.

Contact Information

Wellinks is headquartered in New Haven, CT, in the United States of America. Comments, questions and concerns about these Terms should be emailed to Us at support@wellinks.com or mailed to Us at the address below:

Convexity Scientific Inc. (d/b/a Wellinks)
‍85 Willow Street, Fox Building
‍New Haven, CT 06511

Specific questions and comments may also be directed to the appropriate Wellinks department via Our Contact Us page. While We make every effort to respond to all emails within one (1) business week, We cannot guarantee a response to every electronic communication.  
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