Terms of Service — User Agreement & Conditions

These Terms of Service ("Terms") govern your use of the websites and other services operated as the Wellward Health brand by Jupiter Health, Inc. ("Jupiter Health," "we," "us" or "our") where these Terms are posted (collectively, the "Sites"). These Terms represent a binding contract between Jupiter Health and you. By creating an account or otherwise accessing the Sites, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms. If you do not agree to be bound by the Terms, you may not use the Sites.

Certain areas, features, or functionalities of the Sites may be subject to different or additional terms, rules, guidelines, or policies (collectively, "Additional Terms"). We may provide such Additional Terms to you via postings, pop-up notices, links, or other means when you access or use the relevant area, feature, or functionality. Any reference to the "Terms" in this agreement includes such Additional Terms. However, if any Additional Terms conflict with these Terms, the Additional Terms will control.

Important Notice About Arbitration
Sites Do Not Provide Medical or Health Care Services
No Users Under Age 18
Account Creation & Passwords
Links to External Sites
Privacy
User Content & Grant of License to Jupiter Health
User Conduct
Copyright & Trademark Ownership
Disclaimer of Warranties
Limitation of Liability
Indemnification
Dispute Resolution & Agreement to Arbitrate
Modification & Termination of These Terms & the Sites
Choice of Law & Choice of Forum
Miscellaneous Terms
Contact Us

1. Important Notice About Arbitration

PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER BELOW, WHICH, WITH LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO A JUDGE OR JURY TO DECIDE YOUR CLAIMS. IT ALSO MEANS YOU MAY NOT PROCEED WITH YOUR CLAIMS IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

2. Sites Do Not Provide Medical or Health Care Services

The content provided through the Sites is for general educational and informational purposes only. The Sites do not, and are not intended to, provide services constituting the prevention, evaluation, diagnosis, correction, rehabilitation, or treatment of, or any prescription for, any ailment, blemish, deformity, disease, disfigurement, disorder, injury, or other physical or mental condition that you or any other person may have. Jupiter Health, Inc. is not a healthcare insurer or provider, or an employee or agent of any healthcare insurer or provider.

3. No Users Under Age 18

The Sites are not intended for users under 18 years of age. No one under age 18 may provide any information to or through the Sites. We do not knowingly collect personal information from users under age 18. If you are under age 18, do not use our Sites or provide any information on our Sites. If we learn that we have collected or received information from a user under age 18, we will delete that information and terminate any associated account.

4. Account Creation & Passwords

Account Creation. To access certain portions of the Sites, you must create an account. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we may terminate your account and suspend your use of any and all Sites.
Passwords. You are solely responsible for preserving the confidentiality of your account password and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts and omissions that occur on your account while your password is being used.

5. Links to External Sites

The Sites may contain links to other websites. We are not responsible for the availability of these external websites nor do we necessarily endorse the activities or services provided by these websites. Under no circumstances are we responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you or any other person in connection with the use of or reliance on any content, goods, or services available on such external websites.

6. Privacy

We respect your privacy and have taken specific steps to protect it. Your submission of personal information through the Sites is governed by our Privacy Policy.

7. User Content & Grant of License to Jupiter Health

User Content. Certain aspects of the Sites may permit you and/or other users to submit, post, link, share, or otherwise make available information and content ("User Content"). User Content has not necessarily been reviewed or approved by Jupiter Health. Therefore, we make no representations or warranties as to the accuracy, reliability, completeness, or timeliness of any User Content. Any views or opinions expressed in User Content belong solely to the respective users who shared the content and not to Jupiter Health, its affiliates or subsidiaries, or their respective owners, directors, officers, managers, employees, or agents (collectively, "Affiliated Parties"). Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and have no liability related to, any User Content, including your reliance on any such content.
Jupiter Health's License to User Content. You will retain ownership and any intellectual property rights in your User Content, but, in exchange for the opportunity to use the Sites and submit, post, link, share, or otherwise make available that User Content, you automatically grant, or warrant that you and/or the owner of such content has expressly granted, Jupiter Health a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display your User Content in any media or medium, or any form, format, or forum now known or later developed. We may sublicense these rights through multiple tiers of sublicenses and receive compensation, which we will retain in full, for those sublicenses.
User Content Not Confidential. User Content is not confidential, and Jupiter Health has no obligation to keep any such material confidential. Jupiter Health is at all times free to use any ideas, concepts, know-how, or techniques contained in User Content for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products incorporating such User Content. You are responsible for your User Content and acknowledge that once published, we cannot always remove it.

8. User Conduct

By using the Sites, you agree to not use the Sites in any manner that:

Is designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
Interferes with or disrupts in any way the Sites, operations or services of the Sites, or services connected to the Sites;
Infringes any copyright, trademark, trade secret, patent, or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased;
Consists of any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
Causes Jupiter Health to lose (in whole or in part) the services of our Internet service providers or other suppliers;
Links to materials or other content, directly or indirectly, to which you do not have a right to link;
Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Jupiter Health in our sole discretion;
Copies, modifies, creates a derivative work of, reverse engineers, decompiles, or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
Violates, or encourages anyone to violate, these Terms, any Additional Terms or any ancillary terms and conditions listed on the Sites, or the Privacy Policy;
Violates, or encourages any person to violate, any applicable local, state, national, or international law, regulation, or order.

Jupiter Health has the right, but is under no obligation, to monitor, evaluate, and analyze any use of and access to the Sites and/or to remove any User Content from the Sites, for any reason, including to determine compliance with these Terms.

9. Copyright & Trademark Ownership

Jupiter Health Content. The Sites and their content, features, and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations, and the design, selection, and arrangement thereof (collectively, the "Jupiter Health Content"), are the exclusive property of Jupiter Health, our licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws. Jupiter Health Content may not be used or exploited in any way without our prior written consent.
Limited License to Use the Sites. We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You can use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. Jupiter Health reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Restrictions on License to Use the Sites. Under this license, you may download information from the Sites and print out a hard copy for your personal, non-commercial use, provided that you keep intact and do not remove or alter any copyright or other notice contained thereon. Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any Jupiter Health Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Jupiter Health or any applicable third party suppliers.
Unauthorized Use of Jupiter Health Content. Any unauthorized use of the Jupiter Health Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable laws and regulations. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

10. Disclaimer of Warranties

No Express or Implied Warranties. TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED "AS IS." JUPITER HEALTH MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE, DIRECTLY OR INDIRECTLY, THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. JUPITER HEALTH DISCLAIMS ALL IMPLIED WARRANTIES THAT THE SITES AND ANY SOFTWARE, CONTENT, SERVICES, AND/OR INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JUPITER HEALTH OR A REPRESENTATIVE OF JUPITER HEALTH SHALL CREATE ANY WARRANTY.
No Guarantees. WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY SPECIFIC OUTCOMES OR RESULTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
Your Responsibilities. FURTHER, JUPITER HEALTH DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE, OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL JUPITER HEALTH BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT ON THE SITES.
Exclusion of Warranties Subject to Applicable Law. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU, DEPENDING ON THE LAWS THAT APPLY.

11. Limitation of Liability

Limitation of Jupiter Health's Liability. TO THE FULLEST EXTENT PERMITTED UNDER LAW, JUPITER HEALTH WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, OR TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF DATA, REVENUE, OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH), ARISING FROM OR RELATING TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No Liability Relating to Transmission of Information. In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of Jupiter Health and its partners, advertisers, sponsors, or any other Affiliated Parties or third parties mentioned on the Sites. Accordingly, Jupiter Health assumes no liability for damages arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites.
Limitation of Liability Subject to Applicable Law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, DEPENDING ON THE LAWS THAT APPLY.

12. Indemnification

You agree to defend (at Jupiter Health's option), indemnify, and hold Jupiter Health and any Affiliated Parties harmless from and against any and all liabilities, claims, damages, losses, costs, and expenses, including attorneys' fees and costs, arising from or related to your misuse of the Sites or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required without our prior written consent.

13. Dispute Resolution & Agreement to Arbitrate

Dispute Resolution Procedure. By using the Sites, you and Jupiter Health agree that, if there is any controversy, claim, action, or dispute arising out of or relating to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (each, a "Dispute"), both parties will first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and giving the receiving party thirty (30) days in which to respond to or settle the Dispute.
Notice to Jupiter Health: You must send notice (1) by email to hello@wellwardhealth.com and (2) by first-class or certified mail to: 860 Broadway, 6th Floor, New York, NY 10003.
Dispute Resolution Procedure Condition Precedent to Legal Action. Both you and Jupiter Health agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
Arbitration. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.
Arbitration by JAMS. All Disputes will be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties.
Authority of Arbitrator. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms is void or voidable.
Claims Not Subject to Mandatory Arbitration. Notwithstanding the foregoing, in lieu of arbitration, either you or Jupiter Health may: (i) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (ii) file an individual claim in a court having jurisdiction to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.

14. Choice of Law & Choice of Forum

These Terms have been made in and will be construed in accordance with the laws of the United States (including federal arbitration law) and the state of New York, without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above will be resolved by a court located in New York County, New York State, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective, or representative capacity, and that you waive your right to a jury trial with respect to any such action.

15. Modification & Termination of These Terms & the Sites

Modification of Terms. We reserve the right to modify these Terms at any time. When we do so, we will update the "Last Updated" date above. In our sole discretion, we may also provide notice of updates to these Terms by other means that we deem reasonable. Regardless of any other notice provided to you (or the lack thereof), by continuing to use the Sites (or any portion thereof) after we post any revisions to these Terms and update the "Effective Date," you accept these Terms, as modified.
Termination of Terms. We have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be using the Sites in an unacceptable manner, which includes any breach by you of these Terms.
Changes to the Sites. We also may change, restrict access to, suspend, or discontinue the Sites, or any portion of the Sites, at any time and at our sole discretion, with or without notice. You understand, acknowledge, and agree that Jupiter Health will not be liable to you or to any third party for any such termination, modification, suspension, or discontinuance of the Site.

16. Miscellaneous Terms

Interpretation. In these Terms, the words "include," "includes," and "including" are used in an illustrative sense and do not limit the generality of the language preceding such term.
No Waiver. Our failure to act if you or other users breach these Terms does not waive our right to act with respect to a subsequent or similar breach or breaches.
Severability. If a court or tribunal having competent jurisdiction holds that any provision of these Terms is invalid, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
Entire Agreement. These Terms and any Additional Terms set forth the entire understanding and agreement between us with respect to your use of the Sites.
Assignment. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction or notice.
No Relationship. These Terms do not, and will not be construed to, create any partnership, joint venture, patient-provider, employer-employee, partner-agent, or franchisor-franchisee relationship between you and Jupiter Health.
Notice to California Residents. You may reach Jupiter Health at the contact information provided below. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

17. Contact Us

If you have any questions about our privacy practices or these Terms, please contact us at:

Mailing Address: 860 Broadway, 6th Floor, New York, NY 10003
Email Address: hello@wellwardhealth.com

Terms & Conditions for Using Wellward

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