This overview summarizes our collection and use of your personal information as a Caregiver. By participating in the pharmacy caregiver experience, you agree to our use of your personal information as summarized below, and as detailed in our full privacy policy and terms of use.
IMPORTANT PRIVACY AND LEGAL DISCLOSURES FOR CAREGIVERS:
-Eligibility Requirements: You must be eighteen (18) years of age or older to enroll an individual (the “Participant” or “Eligible Participant”) in the Wellth Program.
-Information about Wellth: Wellth Inc (“Wellth”) is a United States Corporation located in New York City, New York and Los Angeles, California. Wellth has partnered with Well.Ca Pharmacy to offer the Caregiver Pharmacy Experience, an interactive digital platform which allows you to provide your family members, friends, and loved ones with rewards for their healthy behaviors.
-Caregiver Registration Collection of Personal Information: When you register as a Caregiver, you will be asked to provide Wellth with some personal information about yourself and the individual you wish to enroll into the Wellth Program, such as:
• Your full name;
• Your email address;
• Your mailing address;
• The full name of the Eligible Participant you wish to enroll into Wellth Program;
• The Eligible Participant’s mobile phone number;
• The Eligible Participant’s email address;
• The Eligible Participant’s age; and
• The Eligible Participant’s relationship to you.
This Personal Information is collected to enable Wellth to enroll Eligible Program Participants into the Wellth Program, and to return any unearned rewards back to you should the Eligible Program Participant choose to not enroll in the Wellth Program. All unearned rewards shall be returned to you no later than six (6) months after the Eligible Program Participant has declined to participate in the Wellth Program.
- Use, Sharing, and Protection of Personal Information: Wellth respects the privacy and integrity of any information that you provide to us through the Caregiver registration process. Our collection of your personal information is limited and narrowly tailored. Wellth protects your information by using technical and administrative security measures to reduce the risk of loss or misuse of your protected personal information. By providing personal information to Wellth, you consent to its use for the following purposes:
• To fulfill your Caregiver registration order;
• To email you a receipt of your Caregiver order confirmation;
• To return your Caregiver pre-paid rewards in the event that the Participant does not enroll in the Wellth Program;
• To respond to your customer service requests; and
• To respond to your questions and concerns.
In limited instances, Wellth may use the personal information we collect from you for data analytics purposes and to improve the overall user experience on the Wellth Application.
Last Updated: September 3, 2019.
Welcome to Wellth, an electronic communication and incentive delivery platform for Healthcare Entities (as defined below) and their patients/members, operated by Wellth Inc. Wellth provides a website located at www.wellthapp.com (the “Site”), mobile applications (“Mobile Apps”), and services provided through the Caregiver Registration Page and Mobile Apps (“Services”). These terms of use (the “Terms of Use”), together with our Privacy Policy jointly form this agreement (“Agreement”) and govern your use of the Site, Mobile Apps and Services, whether or not you have created an account.
By using or otherwise accessing the Site, Mobile Apps and/or Services (collectively, the “Platform”), and/or by creating an account with us, you agree to the terms of this Agreement, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU CANNOT USE THE SERVICES. Please note that we offer the Services “AS IS” and without warranties, whether express or implied. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.
I. WE ARE NOT A HEALTHCARE ENTITY AND WE DO NOT PROVIDE MEDICAL ADVICE
a) Any information or content that you obtain or receive from us, our employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and redemption purposes only. All medically related information, including, without limitation, information shared via the Platform, emails and text messages, comes from independent healthcare professionals and organizations and is for informational purposes only.
b) WELLTH DOES NOT PRACTICE MEDICINE. WHILE WE HOPE OUR SERVICE IS USEFUL TO YOU, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE ENTITY UNDER ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS OR SITUATIONS REQUIRING A HANDS-ON OR IMMEDIATE RESPONSE OR TREATMENT. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
c) All of the physicians, nurses, medical facilities, other health and wellness practitioners or practices, including health maintenance organizations (HMOs), preferred provider organizations (PPOs), group practices, nursing facilities, rehabilitation centers, hospices, renal dialysis centers, free-standing ambulatory care and surgical service centers, patient centered medical homes (PCMHs), accountable care organizations (ACOs), and other healthcare delivery models, health insurers, life insurers, medical device manufacturers, administrative service providers, third-party administrators, consultants, and subcontractors (“Healthcare Entities”) who provide information and assistance through Wellth are independent professionals solely responsible for the information and assistance they provide. The Healthcare Entities are not employees or contractors of Wellth. Wellth is a vendor/service provider that Healthcare Entities use to provide more efficient communications with their patients/members, and incentives for patients/members to follow the plan of care that the Healthcare Entities have prescribed.
d) The program participant’s (“Patient Users”) Healthcare Entity is responsible for the Patient User’s medical treatment and compliance with the requirements applicable to his or her profession and license. Neither Wellth nor any third parties who promote the Services or provide you with a link to the Services will be liable for any professional advice you obtain from a Healthcare Entity via the Services. Wellth does not endorse any Healthcare Entity using our Services.
II. Our Services
a) The Platform provides and allows for an online communication and incentive delivery platform for Healthcare Entities and Patient Users (together with Healthcare Entities, “Users”). Healthcare Entities can provide Patient Users access to the Platform and Patient Users can then use the Platform to demonstrate adherence to various care plan elements, to communicate with their Healthcare Entities, and to view, earn, and redeem incentive rewards.
b) A Patient User’s Healthcare Entity must have a separate agreement and entity-patient/member relationship with the Patient User and Wellth is not a party to such agreement or entity-patient/member relationship. Healthcare Entities are solely responsible for all healthcare provided to Patient Users whether through the Platform or otherwise, including recommendations and reminders, as well as ensuring that their licenses and insurance are up to date.
c) Reminder, the Platform is designed solely to incentivize Patient Users for following through on their Healthcare Entity’s plan for their health. It is not a service for the diagnosis, management or treatment of any illness, medical condition or disease. It provides reminders and alerts but these are not substitutes for remembering to take medications or obtaining a diagnosis directly from the Patient User’s Healthcare Entity. Wellth makes no representation or warranty as to the promptness or timeliness of any reminder or alert; you understand that the Platform or Services may fail to function properly. In addition, Wellth is not responsible for ensuring that Healthcare Entities’ licenses and insurance are up to date.
d) Wellth does not recommend or endorse any particular Healthcare Entity. We are not responsible for any services, advice, acts or omissions of Healthcare Entities. Patient Users are solely responsible for making decisions regarding the choice and use of Healthcare Entities for their personal healthcare needs.
iii. accounts
a) Account Creation. In order to enroll Patient Users in the Platform and the Services, you must register for an account (“Account”) with us. When creating or updating an Account, you are required to provide certain personal information as prompted by the registration form, which may include (but is not limited to) personal information such as name, birth date, phone number and email address. Account Information will be held and used in accordance with our Privacy Policy. You represent and warrant that you will provide accurate and complete Account Information, and that you will update such information when and as it changes.
b) Login Information. During the Caregiver Registration creation process, the following rules shall govern the security of your Login Information:
i. You shall not share your Account or Credentials, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
ii. In the event you become aware of, or reasonably suspect, any breach of security, including without limitation any loss, theft or unauthorized disclosure of your Credentials, you must immediately notify us by sending an email to help@wellthapp.com;
iii. You are solely responsible for maintaining control of your Credentials and you will be responsible for all uses of your Credentials, and
iv. You are responsible for content submissions and other activities provided through your Account.
c) Account Termination. You may disable your Account at any time, for any reason, by following the instructions provided in the Mobile App or by email to help@wellthapp.com. We may terminate your Account in accordance with this Agreement. You may reopen your Account or request access to Account Information at any time. Wellth may maintain your Account Information for seven (7) years from your last log-in.
IV. RIGHTS, LICENSE AND RESTRICTIONS
a) License Grant. Subject to your agreement to and continuing compliance with these Terms and any other relevant Wellth policies, Wellth grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Caregiver Registration Platform to register Patient Users.
b) Accounts and Access. You must register for an Account in order to use the Services. You may only register for one Account.
c) Use of the Services: The following restrictions apply to the use of the Services:
i. You accept full responsibility for any unauthorized use of the Services by parties not authorized to use your Account;
ii. You shall not create an Account using a false identity or false information, or on behalf of someone other than yourself;
iii. You shall not register for an Account or in any way use the Caregiver Registration Platform if Wellth has removed, suspended, or otherwise terminated any Account registered by you or on behalf of you or if Wellth has notified you that you may not use the Services;
iv. You shall not use your Account to advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages to anyone;
v. You shall not use the Caregiver Registration Platform to engage in any illegal conduct;
vi. You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone;
vii. You shall not reproduce, distribute or publicly display any content you access through the Services.
d) License and Account Limitations and Prohibitions.
i. Violations. Any use of the Platform in violation of this Agreement is strictly prohibited and can result in the immediate revocation of your license to utilize the Services. We may restrict or prevent use of the Services by anyone who we reasonably believe has or may violate any applicable law when using the Platform. Violations of system or network security may result in civil or criminal liability. We may report to law enforcement any actions that may be illegal, and any reports we receive of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Platform.
ii. Prohibitions. You agree that you will not, under any circumstances:
1. Engage in any act that is in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating this Agreement;
2. Use the Platform in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
1. Engage in any act that is in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating this Agreement;
3. Modify or cause to be modified any files or content that are used to offer the Services;
4. Disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server used to offer or support the Service (each a “Server”);
5. Negatively impact the use or enjoyment of the Services by any other person;
6. Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Platform, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services;
7. Gain, or attempt to gain, unauthorized access to the Platform, Accounts, Servers or networks connected to the Services by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Platform);
8. Harass, abuse, harm, or advocate or incite harassment, abuse or harm of another person or group of persons, including our employees or customer service representatives;
9. Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
10. Transmit unauthorized communications through the Services, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
11. Interfere or attempt to interfere with the proper functioning of the Services or connect to or use the Services in any way not expressly permitted by this Agreement;
12. Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server or the Platform, whether through the use of a network analyzer, packet sniffer or other device;
13. Make any automated use of the Services or take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
14. Bypass any robot exclusion headers or other measures we take to restrict access to the Services or use any software, technology or device to send content or messages, scrape, spider or crawl the Platform, or harvest or manipulate data from, through, or relating to the Services;
15. Use, facilitate, create or maintain any unauthorized connection to the Platform, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Platform or (2) any connection using programs, tools or software not expressly approved by us in writing;
16. Copy, modify or distribute rights or content from the Platform, including but not limited to content that contains or is protected by our copyrights or trademarks or use any method to copy or distribute the content of the Platform, except as specifically allowed in this Agreement;
17. Solicit or attempt to solicit personal information from other Caregivers or Patient Users;
18. Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image, video, or other form), identification documents or financial information through the Services; or
19. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
v. NEUTRAL VENUE
The Caregiver Registration Platform functions solely as a neutral venue. We are not involved in or a party to any actual interactions between Healthcare Entities and Patient Users. We are absolutely not responsible for the actions or inactions of Healthcare Entities and/or Patient Users. Any disputes between Healthcare Entities and the Patient Users will be dealt with by the applicable parties themselves. Wellth will not be responsible for resolving and will not get involved in such disputes.
VI. REDEMPTION PROCESS
a) As a Caregiver registering Patient Users for participation in the Wellth Program, you understand that Patient User rewards are earned by Patient Users for successfully completing required tasks via the Wellth Platform. Patient Users can earn various types of rewards. For successful completion of a Patient User’s Caregiver Pharmacy Experience, the Patient User will be eligible to receive a pre-paid rewards card that can be redeemed at specified retailers.
i. Wellth reserves the right to change the available Rewards without notice, and we do not guarantee the availability of any particular Reward.
ii. Patient Users may be required to provide additional information in order to redeem your gift card, and their receipt of the gift card is contingent upon providing Wellth with the information we request. We may also require Patient Users to takes steps to verify their Account, which may include (but is not limited to) sending Patient Users a text message to which they must respond before redeeming their gift card rewards.
iii. Patient User gift cards may be subject to specific terms and conditions, such as an expiration date of the Reward, shipping and handling fees, additional purchases or other requirements to use or deliver the Reward, any return policy requirements and any warranties for the Reward, or any other limitations or restrictions on obtaining, retaining or using the Reward. Neither we nor the partner providing the Reward will be liable if a Reward expires prior to redemption or use. Patient Users and the partner providing the Reward are responsible for compliance with all laws related to redeeming and receiving the Reward, including the payment and collection of any applicable taxes. In addition, Patient Users may have to accept a particular Partner’s terms and conditions.
iv. All non-merchandise rewards, such as services and travel certificates, cannot be returned. Rewards of merchandise may not be exchanged or refunded after they have been delivered unless such a Reward is defective or has been damaged in transit. Partners, not Wellth are ultimately responsible for replacing any defective or damaged Rewards. Refunds, exchanges and other issues relating to the Reward are governed by the Partner’s terms and conditions applicable to the purchase. Redeemed Rewards are not refundable, exchangeable, or transferable for cash, or credit. Neither Wellth nor our participating Partners are responsible for replacing lost, stolen, or mutilated gift cards.
VII. PRIVACY
a) Protecting your privacy and keeping your information secure are among our biggest priorities. When you access or use the Caregiver Registration Platform, you expressly acknowledge that you have read and understood and agree with the following terms and conditions.
b) Retention of your Personal Information: Wellth will retain any Personal Information you provide to us as long as is necessary to achieve its underlying purpose. Once your Personal Information is no longer necessary for the purpose(s) it was gathered, Wellth shall anonymize this information. In addition, upon request, Wellth shall inform you of all Personal Information that Wellth currently retains about you and provide you with a full and accurate disclosure of how this information is being used.
VIII. User content
a) “User Content” means any and all information and content that a Caregiver or Patient User submits to or posts on the Platform or on social networking sites where we have a page or presence. While Caregivers and Patient Users will own their User Content, Caregivers and Patient Users agree that any User Content provided in connection with the Platform or social networking sites is provided on a non-proprietary and non-confidential basis, except for Patient User personal healthcare and medical information. Caregivers and Patient Users are solely responsible for the User Content that they post, upload, link to or otherwise make available via the Services. We reserve the right to remove any User Content from the Platform or social networking sites at our discretion.
b) The following rules pertain to User Content. By transmitting and submitting any User Content, Caregivers agree as follows:
i. Caregiver is solely responsible for their Account and the activity that occurs while signed in to or while using their Account;
ii. Caregiver will not submit content that is copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
iii. You affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with this Agreement, remove any and/or all of your submissions, and terminate your Account with or without prior notice.
iv. You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Platform is solely your responsibility. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Services within the scope of this Policy. These prohibitions do not require Wellth to monitor, police or remove any User Content or other information submitted by you or any other User.
v. You agree that you will not under any circumstances:
1.Post any information that is abusive, threatening, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
2. Post any information that contains nudity, excessive violence or offensive subject matter or that contains a link to such content;
3. Post, distribute or make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
c) This list of prohibitions provides examples and is not complete or exclusive. Wellth reserves the right to (a) terminate access to your account, your ability to post to the Platform, or use the Services and (b) refuse, delete or remove any User Content; with or without cause and with or without notice, for any reason or no reason, or for any action that Wellth determines is inappropriate or disruptive to the Platform or to any other User.
d) You hereby grant to Wellth a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to your User Content, but not including any identifiable personal health or medical information, (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute your User Content, or any portion thereof, for any lawful purposes, including marketing, advertising and other commercial purposes, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use your User Content. We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to your User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
e) Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
IX. DMCA COPYRIGHT POLICY
a) We respect the intellectual property of others and ask that Users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright laws that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of the Accounts of Users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
i. your physical or electronic signature;
ii. identification of the copyrighted work(s) that you claim to have been infringed;
iii. identification of the material on our Services that you claim is infringing and that you request us to remove;
iv. sufficient information to permit us to locate such material;
v. your address, telephone number, and e-mail address;
vi. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
vii. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
b) Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
c) Our designated Copyright Agent may be reached at:
Wellth Inc.
Attn: Alec Zopf
12130 Millennium Drive, Fl 3
Los Angeles, CA 90094
d) Submitting a DMCA Counter-Notification. We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to our designated Copyright Agent that includes all of the following information:
i. your physical or electronic signature;
ii. 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 access to it was disabled;
iii. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
iv. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Wellth may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
X. LINKS TO OTHER WEBSITES
As part of the Services, we may provide you with convenient links to third-party website(s) (“Third-Party Sites”) as well as content or items belonging to or originating from third parties (the “Third-Party Applications, Software or Content”). These links are provided as a courtesy; they do not imply endorsement of these linked Third-Party Sites or Third-Party Applications, Software or Content. We have no control over Third-Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Applications, Software or Content. If you decide to leave the Platform and access the Third-Party Sites or to use or install any Third-Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.
XI. DISCLAIMERS
a) We created Wellth to improve patients/members’ healthcare experience, and we want your experience with our Platform to be exceptional. While we work hard to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding: (a) Healthcare Entities and their provision to you of health-related services, (b) what Services or content you access, (c) what effects the Services or content may have on you, (d) how you may interpret or use the Services or content, or (e) what actions you may take as a result of having been exposed to the Services or content. You release us from all liability for you having acquired, you having not acquired, or your use of the Services and content. We make no representations or warranties regarding suggestions or recommendations of services or products offered or redeemed through the Platform and/or the Services. We have no special relationship with or fiduciary duty to you.
b) THE CAREGIVER REGISTRATION PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE CAREGIVER REGISTRATION PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE CAREGIVER REGISTRATION PLATFORM OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, OR NON-INFRINGEMENT. WELLTH, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
c) WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE CAREGIVER REGISTRATION PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE.
d) WE MAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE SERVICES IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON, WITHOUT NOTICE OR COST. WE ASSUME NO RESPONSIBILITY FOR YOUR ABILITY TO OBTAIN ACCESS TO THE SERVICES. WE DO NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY PATIENT USER MATERIALS, COMMUNICATIONS, ACCOUNT INFORMATION, USER CONTENT OR PERSONAL SETTINGS. THE SERVICES MAY BECOME UNAVAILABLE DUE TO MAINTENANCE OR MALFUNCTION OF COMPUTER EQUIPMENT, SERVERS, OR OTHER REASONS.
e) FURTHERMORE AND WITHOUT LIMITATION, WE DO NOT WARRANT THAT THE USE OF THE CAREGIVER REGISTRATION PLATFORM WILL RESULT IN ANY PARTICULAR RESULTS AND/OR THAT A PATIENT USER’s HEALTH WILL IMPROVE AS A RESULT OF YOUR USE OF THE SERVICE.
f) YOU agree that WE HAVE made no agreements, representations or warranties other than those expressly set forth in this Agreement. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
XII. LIMITATION OF LIABILITY
a) IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY MATERIALS, OR PRODUCTS THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WELLTH, ITS AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES (“WELLTH PARTIES”), BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if WE HAVE been apprised of the possibility or likelihood of such damages occurring.
b) YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE WELLTH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE WELLTH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PARTNERS, HEALTHCARE ENTITIES, OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. WELLTH SHALL HAVE NO LIABILITY FOR ANY MEDICAL SERVICES, MEDICAL SUPPLIES, OR HEALTHCARE SERVICES A PATIENT USER ELECTS TO RECEIVE AND WELLTH SHALL HAVE NO LIABILITY FOR THE REDEMPTION OF ANY REWARD(S).
c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM EITHER YOUR OR PATIENT USERS’ ACCESS TO OR USE OF THE PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD-PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY. IN NO EVENT SHALL WELLTH PARTIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
XIII. INDEMNIFICATION
You agree to indemnify and hold the Wellth Parties harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Caregiver Registration Platform, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
XIV. RELEASE
You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), known or unknown, that relates to or has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users, including Third-Party Sites & Ads, including your acts or omissions based on use of the Caregiver Registration Platform.
XV. TERMINATION
a) If you’re not using the Service appropriately, we’ll want to work with you to set things straight. But we reserve the right, if we determine it is best, to terminate, suspend and/or deactivate your Account immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Platform. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature are intended to survive.
Cancellation of Account. You may disable your Account at any time, for any reason, by following the instructions provided in the Mobile App or by email to help@wellthapp.com.
XVI. MISCELLANEOUS
a) Electronic Communications. You consent to receive communications from us electronically. You agree that all agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.
b) Entire Agreement. This Agreement and any supplemental terms, policies, rules, and guidelines posted through the Services, each of which are incorporated herein by reference, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
c) No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The express waiver by Wellth of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
d) Changes to These Terms of Use. We may change these Terms of Use and the other documents that are part of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Platform; we may also attempt to notify you in some other way including by email to the email address listed in your Account. Your continued use of the Platform and/or the Services following such posting shall constitute your affirmative acknowledgement of the applicable Agreement document, as amended. Any significant changes to this Agreement will be effective 30 days after posting such notice. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT ANY TERMS OF THIS AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE CAREGIVER REGISTRATION PLATFORM AND THE SERVICES.
e) Legal Disputes. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WELLTH HAVE AGAINST EACH OTHER ARE RESOLVED.
i. You and Wellth agree that any claim or dispute that has or may arise between us will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
ii. Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction.
iii. Agreement to Arbitrate:
1. We strongly encourage you to first contact us directly to seek a resolution of any dispute or claim by emailing help@wellthapp.com. You and Wellth agree that any and all disputes or claims that have or may arise between you and Wellth shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in New Castle County, Delaware if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
1. We strongly encourage you to first contact us directly to seek a resolution of any dispute or claim by emailing help@wellthapp.com. You and Wellth agree that any and all disputes or claims that have or may arise between you and Wellth shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in New Castle County, Delaware if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
2. The arbitration will be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by the court.
3. You and Wellth must abide by the following rules:
a. ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING;
b. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF;
c. the arbitrator will honor claims of privilege and privacy recognized at law;
d. the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award;
e. the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and
f. each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by applicable law.
f. each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by applicable law.
iv. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Wilmington, Delaware.
v. Exclusions from Arbitration/Right to Opt Out
1. Notwithstanding the above, you or Wellth may choose to pursue a claim or dispute in court and not by arbitration if
a. the claim or dispute qualifies, it may be initiated in small claims court; or
b. YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out by mailing written notification to Wellth, Inc., 27-01 Queens Plaza N, Floor 13, Long Island City, NY 11101, or help@wellthapp.com. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Wellth through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Wellth. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your claim or dispute in arbitration or small claims court.
vi. Jury Waiver. You understand and agree that by entering into this Agreement you and Wellth are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Section, you and Wellth might otherwise have had a right or opportunity to bring claims or disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided herein, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
vii. Continuation. This Section shall survive the termination of this Agreement. However, notwithstanding any provision in this Agreement to the contrary, if Wellth makes any change to this Section (other than a change to the notice address) after the time in which you create your Account, you may reject any such change and require Wellth to adhere to the language in this Section as of the date your Account was created.
f) Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.
g) Assignment. We may assign any of our rights or delegate any of our obligations under this Agreement, in whole or in part, to any person or entity at any time without your consent. We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.
h) Eligibility. You must be 18 years of age or over to create an account with us or use the Services.
i) Fees and Purchase Terms. You agree to pay any and all fees and applicable taxes incurred by you or anyone using an Account registered to you. Any required fees will be specified as part of the Service or when you register your Account. Wellth reserves the right to charge fees for any parts of the Services that may have previously been offered without a fee. You agree that Wellth in the future may offer premium services as part of the Services that may require fees or additional fees. Wellth may revise the pricing for the goods and services offered through the Service at any time. YOU ACKNOWLEDGE THAT WELLTH IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED SERVICES AND EARNED GIFT CARD REWARDS WHEN YOUR ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
j) SMS/Text Communications. We may send communications to you on your mobile telephone by SMS or text message. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider.
k) Third-Party Software. We may incorporate third-party software as part of certain of the Services, including without limitation open source third-party software. Your use of such third-party software is subject to any and all applicable additional terms and conditions governing such use provided by the third-party software provider. Where applicable, additional notices relating to the third-party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third-party software.
l) Severability. If any provision of this Agreement is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Agreement, which will continue to be in full force and effect.
m) Supplemental Policies. We may publish additional policies related to specific services such as forums, contests, or loyalty programs. Your use, if any, of such services is subject to such specific policies and this Agreement.
n) Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
o) No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services or the Mobile App.
q) Geographical Restrictions. Wellth makes no representation that all products, services and/or material described or available through the Platform are appropriate or available for use in locations outside the United States or all territories within the United States.
Contact Information: Wellth Inc.
Address: 27-01 Queens Plaza N, Floor 13, Long Island City, NY 11101
Email: support@wellthapp.com