EqWell Terms of Use

Last Updated: October 18, 2022

EqWell, Inc., a Delaware corporation, and its subsidiaries (collectively, “EqWell”) welcome you to our website or services, including the services of independent service and wellness providers whom you can engage and compensate using our web site and by other means (collectively, “Services”). Please read these Terms of Use (“Terms”) and our Privacy Policy carefully because they affect your legal rights, including your right to resolve any disputes that may arise between us. Subject to your compliance with these terms, you may access and use the Services. EqWell members may access the Services to establish a user account and to access other EqWell materials. Use of the Services, and acceptance of this Agreement, do not, without more, establish a membership with EqWell or entitle you to any goods or services.

1. How this Agreement Works

• Terms and Conditions. By visiting, accessing, or using any part of our Services, you expressly accept, agree, and consent to the terms and conditions of this Agreement. Your continued use of the Services after any modification to the Services or update to this Agreement constitutes your conclusive acceptance of such change. If you do not agree to these terms and conditions of use, you must not use any portion of the Services, and your sole remedy is to discontinue your use of the Services.
• Additional Terms. To the extent EqWell provides you notice of different or additional terms or practices, those additional terms will govern your use of the Services. 
• Privacy. By visiting, accessing, or using any part of the Services, you accept the practices described in EqWell’s Privacy Policy.
• Eligibility. You may only use the Services if you are at least eighteen (18) years of age.
• Updates. EqWell may modify this Agreement at any time. Such modification will become effective immediately upon either posting of the modified agreement or EqWell’s notification of users. You may locate the most current version of this Agreement at EqWell’s web site.
• Modification and Termination. EqWell operates the Services in its sole and complete discretion. EqWell may modify the Services at any time for any reason, including changes to features, content, functionality, or software. EqWell may suspend all or any portion of the Services, including for periodic maintenance, equipment malfunctions or causes beyond EqWell's control. EqWell may also terminate the Services in entirety. EqWell is not liable for any such modification, suspension, or termination of the Services.

2. Use of Service

• Copyright and Trademarks. All content hosted on the Services is copyrighted under the law as collective work and/or compilation. EqWell holds and owns the copyright, and all other proprietary and intellectual property rights and title, to the collective work, including the pages, graphics, design, text, sound recordings, images, materials, and content of the Services, some of which may be trademarked. You agree not to copy, reproduce, alter, modify, decompile, reverse engineer, distribute, transfer, sell, transmit, translate, publish, perform, license, or create derivative works from the content of the Services, including any information, products, or services, without EqWell's express written consent. The Services are solely for your personal, non-commercial use. Subject to these and any other express restrictions with regard to specific material, you may download information concerning EqWell services or membership from the Services solely for your personal non-commercial use, including information concerning membership type, status, enrollment date, contact information, usage of EqWell facilities, transactions, packages and/or payment accounts.
  Health and Wellness Information. The Services contain information about leading a healthy way of life, including information on health, wellness, and fitness issues. Such information does not represent medical diagnosis, treatment, or care and should not be used in place of consultation with or advice from your healthcare professionals. You should consult your physician or healthcare professional before beginning or altering your personal exercise, diet, lifestyle, or nutritional supplement program. Any health information you post on a discussion board or forum maintained by EqWell may be viewed by other users of the Services.
• Electronic Communications. When you use the Services, you communicate electronically with EqWell. You expressly consent to receipt of electronic communications from EqWell through posts on the Services and via the email address and telephone number you provided when setting up a user account. All agreements, notices, disclosures, authorizations, verifications, confirmations, or other electronic communications EqWell provides according to this paragraph satisfy any legal requirement for written communication.
• Equipment. You are solely responsible for purchasing, maintaining, and ensuring all equipment, programs, and services necessary for, and compatible with, your access to and use of the Services, including hardware and software; electrical, telecommunications and internet access connections and links; and web browsers.

3. User Content

• Your Content. You retain all rights, responsibility, and ownership of your content. You may only post user content that you created or have permission to use. EqWell is not responsible for any User Content posted on the Services, nor does it control the content made available by users. EqWell makes no representations or warranties concerning efforts to review or monitor User Content, including the extent to which it may be considered or construed as personal, private, inappropriate, inaccurate, offensive, profane, misleading or otherwise objectionable. While EqWell does not pre-approve or pre-screen User Content, EqWell may disable, remove, or delete any User Content. EqWell is not liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of, or reliance upon, any such User Content.
• License to User Content. By posting, including on discussion boards or forums, submitting, transmitting, emailing, messaging, uploading, sharing, or otherwise making available (hereinafter “post” or “posting”) any messages, text, files, images, video, photos, sounds, or other materials on or through the Services (“User Content”), you grant EqWell an irrevocable, perpetual, fully paid, non-exclusive worldwide right to use, reproduce, display, distribute, adapt, perform and prepare derivative works of the User Content on the Services. EqWell does not need any further approval for its uses of your User Content.
• Third Party Content, Services, Applications, and Tools. The Services may include links to, or content from, third-party websites, resources, services, applications, or tools (“Third Party Content”). If you choose to use or view such Third Party Content, your Personal Information may be disclosed to third parties. These third-party providers may request that you agree to separate privacy policies and terms of use that are different than EqWell’s terms. You should read any such policies before using or viewing Third Party Content. EqWell does not control and is not responsible or liable for Third Party Content. EqWell makes no representations or warranties concerning Third Party Content, including the extent to which it may be considered or construed as inappropriate, inaccurate, offensive, misleading, or otherwise objectionable. EqWell is not liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Third Party Content.
• Copyright Infringement Notification. Pursuant to the Digital Millennium Copyright Act (“DMCA”), EqWell’s designated agent (“Copyright Agent”) receives notices of claimed copyright infringement. If you, or an agent authorized to act on your behalf, believe in good faith that your work is on the Services in a way that constitutes copyright infringement, please provide written notice to EqWell's Copyright Agent by email at the address specified below, Attn: Copyright Agent, with the following information:
  1. A physical or electronic signature of a person authorized to act on the copyright owner's behalf;
  2. A description of the copyrighted work claimed to have been infringed;
  3. A description of where the copyrighted work is located on the Services, including if possible a URL;
  4. Your address, telephone number, and email address;
  5. A statement that you believe in good faith that use of the work is not authorized by the copyright owner, its agent, or the law; and
  6. A statement, under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.
• In accordance with the DMCA, EqWell may delete, remove, or disable any infringing work, and may forward to the alleged infringer your written notice and a notice that the work has been deleted, removed, or disabled. EqWell reserves the right to terminate members who post infringing work.

4. Account Information

• Passwords and Security. Registering for the Services may require you to create a username and a password. You agree to maintain the security, confidentiality, and integrity of your username, password, and any other security measures employed on the Services. You are responsible for all access to and use of the Services, including all financial transactions, under your username and password, including access or use by any partner, secondary, or additional member, if applicable, whether or not authorized by you. You agree to notify EqWell immediately of any breach of security, including unauthorized use of your username or password, and to take immediately all reasonable steps to prevent its further occurrence, including changing your password.
• Accuracy of Personal Information. You represent and warrant that all information provided to EqWell through the Services is current, accurate, complete and truthful, including all initial or updated registration or membership information, such as the legal name, street address, email address, telephone number, and financial transaction account information related to you or anyone on your membership. You further represent and warrant that you are an authorized account holder of any financial transaction account which you provide to EqWell through the Services for payment of fees, dues, or other transactions.

5. User Conduct

• Termination of Use. EqWell may block, restrict, disable, suspend, or terminate your access to or use of all or any parts of the Services without prior notice or liability to you.
• Inappropriate Use. You will not post, submit, transmit, email, upload, share, store or otherwise make available any User Content that, in EqWell’s judgment:
  1. Is unlawful, illegal, threatening, abusive, harassing, stalking, intimidating, libelous, false, defamatory, invasive of another's privacy or publicity rights, violent, vulgar, obscene, profane, sexual in nature, harmful to individuals, including minors, or is otherwise objectionable, offensive or improper; Is hateful toward an individual or group of individuals on the basis of gender, sexual orientation, race, ethnicity, age, disability, or religion;
  2. Violates any contract or agreement you have with EqWell;
  3. Includes personal or identifying information about another person without that person's affirmative consent;
  4. Is false, fraudulent, misleading, or deceptive;
  5. Constitutes or contains any form of commercial advertising, marketing, solicitation or promotion, including messages and links for commercial purpose or benefit and any affiliate marketing, link referral code, junk mail, spam, chain letters, or pyramid or Ponzi schemes; or
  6. May interrupt, limit, overburden, damage, impair, destroy or otherwise negatively impact the functionality or use of the Services, including User Content with a software virus or User Content in an excessive amount (e.g., flooding attack).
• If you believe any User Content does not comply with these guidelines, please contact us at the address below.

6. Your Warranty and Indemnification Obligations

• ASSUMPTION OF RISK AND WAIVER OF LIABILITY. THERE ARE RISKS INHERENT IN ACCESSING AND USING THE SERVICES, INCLUDING LOSS, THEFT, BREACH, MISUSE, OR UNAUTHORIZED USE OF PERSONAL INFORMATION. YOU EXPRESSLY ASSUME THESE RISKS, WILL ACCESS AND USE THE SERVICES AT YOUR OWN RISK, AND WAIVE ANY AND ALL CLAIMS AGAINST EQWELL, AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, RELATED TO SUCH ACCESS OR USE (INCLUDING CLAIMS ON BEHALF OF MINORS ON YOUR MEMBERSHIP) FOR ANY DAMAGE, LOSS, OR INJURY OF ANY KIND SUSTAINED BY YOU OR ANY PERSON ON YOUR MEMBERSHIP CAUSED AS A RESULT OF EQWELL'S NEGLIGENCE. THIS DOES NOT WAIVE CLAIMS RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR RECKLESS DISREGARD, UNLESS PROHIBITED BY APPLICABLE PRIVACY LAW.
• INDEMNIFICATION.  YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EQWELL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL LOSS, EXPENSES, DAMAGES, AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, RESULTING, WHETHER DIRECTLY OR INDIRECTLY, FROM YOUR VIOLATION OF THIS AGREEMENT. YOU ALSO AGREE TO INDEMNIFY AND HOLD HARMLESS EQWELL AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES IN BREACH OF THIS AGREEMENT OR THE USER CONTENT YOU MAKE AVAILABLE VIA THE SERVICES BY ANY MEANS, INCLUDING WITHOUT LIMITATION THROUGH A POSTING, A LINK, REFERENCE TO USER CONTENT, OR OTHERWISE, UNLESS PROHIBITED BY APPLICABLE LAW.

1. DISCLAIMER OF WARRANTIES. YOU ARE ACCESSING THE SERVICES ON AN “AS IS, WHERE IS, AND AS AVAILABLE” BASIS. EQWELL IS NOT RESPONSIBLE FOR PROBLEMS ARISING FROM, OR INADEQUACIES IN THE CONTENT OF THE SERVICES OR ANY PARTICULAR FEATURES OR SERVICES OFFERED. EQWELL DOES NOT REPRESENT OR WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, AND SERVICES ON THE SERVICES OR THE ERROR-FREE USE OF THE SERVICES. EQWELL IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES. EQWELL IS PROVIDING THE SERVICES WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM A COMPUTER VIRUS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
2. LIMITATION OF LIABILITY. IN NO EVENT WILL EQWELL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, YOUR INABILITY TO USE OR MALFUNCTIONS OF THE SERVICES, STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EQWELL SHALL NOT HAVE ANY LIABILITY TO YOU FOR THE SERVICES OF ANY THIRD PARTY, INCLUDING THE FAILURE OF ANY THIRD-PARTY HEALTH, WELLNESS OR OTHER SERVICE PROVIDER, WHETHER OR NOT SUCH PROVIDER IS COMPENSATED THROUGH THE EQWELL WEBSITE OR PLATFORM, TO PROVIDE SUCH SERVICES AT ALL, OR IN A SAFE AND PROFESSIONAL MANNER, OR IN ACCORDANCE WITH ANY APPLICABLE STANDARD OF CARE. UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER DAMAGES FROM EQWELL GREATER THAN THE AGGREGATE AMOUNT OF YOUR PAYMENTS TO EQWELL.
3. ARBITRATION AGREEMENT WITH CLASS ACTION WAIVER

• Mandatory Binding Individual Arbitration. Except as expressly provided below, EqWell and you (each a “party” or, together, “us,” “we” or “parties”) agree that any dispute, claim, case, or controversy (whether based in tort, contract, statute, regulation, ordinance, equity or any other legal theory) between us (whether arising out of or relating to past, present or future acts or omissions) (“Claims”) shall be exclusively resolved by binding arbitration on an individual basis, rather than in court (“Arbitration Agreement”).
• Waiver of Class Actions. We each agree that we will assert Claims in arbitration only in our individual capacity, and not as a representative or member of any purported class. We each agree that we will not participate in any class, mass, collective, consolidated, private attorney general or other representative arbitration proceeding. Each party agrees that the arbitrator has no authority to arbitrate Claims on a class-wide basis and shall not consolidate, combine, or jointly arbitrate Claims of more than one person in a single arbitration.
• Waiver of Jury Trial. We waive our constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to resolve by binding arbitration all Claims.
• Claims Not Subject to Arbitration. There are only two exceptions to this Arbitration Agreement:
  1. Small Claims. Either party may bring individual Claims in small claims court.
  2. Emergency Equitable Relief. Either party may seek temporary injunctive relief or other equitable relief in court pending arbitration. A request for interim measures will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Arbitration Procedures. Either party may initiate an arbitration proceeding, which will be conducted by a single neutral arbitrator.
• Arbitration Providers. Each party has a choice of initiating arbitration before either the American Arbitration Association (“AAA”) or JAMS, which are both established alternative dispute resolution providers (“ADR Providers”). If neither AAA nor JAMS is available to arbitrate, we will agree to select an alternative ADR Provider to administer the arbitration in this Arbitration Agreement.
• Arbitration Rules. The arbitration will be conducted under the AAA Consumer Arbitration Rules (available at www.adr.org) or JAMS Streamlined Arbitration Rules and Procedures (available at www.jamsadr.com) (“Arbitration Rules”). The rules of the ADR Provider will govern all aspects of the arbitration, except to the extent such rules are in conflict with this Arbitration Agreement.
• Arbitration Location. The arbitration hearing will be held at the ADR Provider’s location that is closest to the claimant’s primary residence, unless the claimant primarily resides outside the United States (in which case the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings.)
• Fees. Payment of all filing, administrative, and arbitrator fees will be governed by the Arbitration Rules.
• Arbitrator’s Authority and Award. The arbitrator will decide the rights and liabilities, if any, of the parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider’s Rules, and this Arbitration Agreement. The arbitrator will issue a written award and reasoned statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. Any award will be subject to judicial confirmation or entry in any court having jurisdiction.
• Governing Law. These terms and conditions shall be governed and construed in accordance with the substantive law of the State of Delaware, without regard to principles of conflicts of law; provided, however, that this Arbitration Agreement is governed solely by the Federal Arbitration Act and federal arbitration law.
• Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement or to enforce an arbitration award.

1. Waiver and Severability. To the extent that an arbitrator or court of competent jurisdiction determines any part of the terms and conditions in this Agreement to be invalid or unenforceable, that part will be modified by the court solely to the extent necessary to cause that part to be enforceable, and the remainder of the Agreement will remain in full force and effect. EqWell’s failure to exercise or enforce a legal right, remedy or benefit which is contained in the Agreement or any applicable law does not constitute waiver of its right to do so later.

YOU HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USE AGREEMENT.