Wellframe Inc.

END-USER LICENSE AGREEMENT

Last update: April 8, 2021

ENTERING THE AGREEMENT

BY CLICKING THE 'I AGREE' BUTTON, OR BY INSTALLING, OR USING WELLFRAME’S SOFTWARE (“SOFTWARE”), MOBILE APPLICATION (“MOBILE APPLICATION”), WEBSITE (“WEBSITE”), PLATFORM, ANY INCLUDED DOCUMENTATION, ANY OF WELLFRAME'S SERVICES RELATED TO OR ENABLED BY SUCH SOFTWARE, MOBILE APPLICATION, OR WEBSITE (COLLECTIVELY, SUCH SOFTWARE, WEBSITE, MOBILE APPLICATION, AND RELATED SERVICES, "SERVICES") YOU (OR YOUR CAREGIVER IF YOU ELECT HIM OR HER INTO RECEIVING THE SERVICES) (“YOU” OR “USER”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "AGREEMENT"). THIS WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND WELLFRAME INC. ("WELLFRAME", "WE", "US" OR "OUR") AND YOUR USE OF THE SERVICES IS ENTIRELY VOLUNTARY.

YOU MAY HAVE BEEN INVITED TO USE THE SERVICES FROM A SPONSORING THIRD PARTY SUCH AS YOUR HEALTHCARE PROVIDER, HEALTH INSURANCE PROVIDER, EMPLOYER, CARE MANAGER, OR AS PART OF A CLINICAL STUDY (YOUR “SPONSOR”).
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT CLICKING ON 'I AGREE' AND BY NOT INSTALLING OR USING THE SOFTWARE.

YOUR ACCESS TO AND USE OF OUR SOFTWARE AND SERVICES IS SUBJECT IN ALL RESPECTS TO THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT WWW.WELLFRAME.COM/PRIVACYPOLICY, AS WE MAY UPDATE THAT PRIVACY POLICY FROM TIME TO TIME ON REASONABLE NOTICE TO YOU AS DESCRIBED UNDER OUR PRIVACY POLICY ("PRIVACY POLICY").

YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT THIS AUTHORIZATION IS NOT A CONDITION FOR RECEIVING ANY TREATMENT, PAYMENT, OR BENEFIT AND YOU UNDERSTAND THAT YOUR REFUSING TO AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THIS AUTHORIZATION, WILL NOT AFFECT ANY TREATMENT, PAYMENT, OR BENEFIT FOR WHICH YOU MAY BE ELIGIBLE. HOWEVER, YOU ACKNOWLEDGE AND UNDERSTAND THAT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE PROVIDED WITH ACCESS TO THE SERVICES AS DESCRIBED HEREIN.
USE OF MOST FEATURES OF THE SERVICES REQUIRES AN ONLINE CONNECTION (WI-FI, CELLULAR DATA) BETWEEN YOUR MOBILE DEVICE AND THE INTERNET. YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES OF SUCH CONNECTION, AS SPECIFIED IN YOUR SUBSCRIBER PLAN OR CONTRACT WITH YOUR COMMUNICATION SERVICE PROVIDER. SOME OF THE FEATURES WITHIN THE SERVICES MAY BE DEPENDENT ON YOUR WIRELESS SERVICE AND THE WIRELESS COVERAGE WITHIN THE AREA IN WHICH YOU ARE LOCATED AT THAT TIME.

THESE TERMS AND CONDITIONS INCLUDE A CLASS ACTION WAIVER. THIS AGREEMENT LIMITS THE REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

THE SERVICES ARE NOT A SUBSTITUTE FOR AND IS NOT INTENDED TO PROVIDE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE NOT INTENDED TO REPLACE YOUR RELATIONSHIP WITH YOUR CARE MANAGER, ADVOCATE, DOCTOR, OR ANY OTHER QUALIFIED HEALTHCARE PROVIDER. IF YOU THINK YOU MAY BE HAVING A MEDICAL EMERGENCY, CALL YOUR PROVIDER OR 911 IMMEDIATELY. ALL SERVICES ARE PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OR REPRESENTATION.

1. SUSPENSION OF SERVICES; TERMINATION

  1. We have the right to cancel the Services at any time at our discretion for any reason or for no reason. Without limiting the generality of the foregoing, you specifically acknowledge that Wellframe has the right to terminate or suspend your account in the event that we determine, at our sole discretion, that you have violated this Agreement, including participating in any activities that adversely affect other users’ experiences. Unless we have expressly agreed to otherwise, we are not obligated to provide you with the reason for suspending or terminating your access to our Services. You agree not to use the Services if you have been previously removed or banned by us.
  2. If you violate this Agreement, your permission to use the Software and Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Software or Content. Your records containing your Personal Data are available in accordance with our Privacy Policy. Termination will not limit any of Wellframe's rights or remedies at law or in equity.
  3. Wellframe may also suspend or terminate your access if we have reason to believe that you have violated or may have violated another’s intellectual property rights.
  4. You acknowledge and agree that the Software is under development and will continually change as Wellframe may determine from time to time. Wellframe reserves the right to terminate any portion of the Software or any Services related to the Software at any time.

2. MODIFICATION OF TERMS

  1. Wellframe reserves the right to modify this Agreement at any time and for any reason. Wellframe will post the most current version of this Agreement at https://www.wellframe.com/eula. If Wellframe makes material changes to this Agreement, you will receive notification via the Mobile App.
  2. Notwithstanding the foregoing, you are responsible for complying with the updated terms posted online at Wellframe’s website even if these updated terms appear online at Wellframe’s website before being posted on the Mobile App. Your continued use of the Mobile App after Wellframe publishes notice of changes to this Agreement indicates your consent to the updated terms.

3. DESCRIPTION OF SERVICES

  1. Wellframe provides a digital health management platform. Our platform connects people with health and health-related resources provided by their Sponsor to help them feel confident, cared for, and supported by the healthcare they have, every day. Resources may include, among other things, educational articles, assessments and screeners, links to third party sites, reminders and alerts, recommendations and tasks, biometric/medication/symptom trackers, health plan benefits and administration information, and access to health plan staff.
  2. Wellframe strives to be a worthy steward of the data with which we are entrusted. In accordance with our Privacy Policy, we collect data about our members as they interact with the Software and use it to personalize the individual experience as well as continually improve the platform overall, among other things. We may share data with your Sponsor and other partners who have undergone a strict approval process. We do not share data with advertisers.

4. CAREGIVERS

  1. The Software may enable you to allow one or more caregivers (“Caregivers”) that you invite to use the Software on your behalf. You acknowledge that Wellframe is not responsible for any Caregiver that you allow to use and access the Software on your behalf.
  2. If you use our Services as a Caregiver on behalf of someone else, such as a friend or family member, you represent and warrant that you have the authority to use our Services on behalf of that someone else.

5. LICENSE GRANT

  1. Subject to the terms and conditions of this Agreement, Wellframe hereby grants you a personal, non-transferable, non-exclusive, non-sublicensable, revocable, royalty free, limited license to:
    1. Download, install and use the Software for your own internal, non-commercial purposes on a mobile device owned or otherwise controlled by you (“Mobile Device”); and
    2. Access and use on such Mobile Device the Services and the Content (as defined below) made available in or otherwise accessible through the Software.
  2. You also acknowledge that portions of the Software, including substantial portions of the Services accessible as part of the Software, will be provided via remote access from your Mobile Device to Wellframe's platform.
  3. You may copy the Software onto your Mobile Device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Wellframe on any media embodying an authorized copy of the Software originally provided by Wellframe. Except as described in this section you are not permitted to copy the Software or Content.

6. LICENSE RESTRICTIONS

  1. To the extent permitted by applicable law, you shall not:
    1. sublicense, sell, distribute, rent, lease, transfer, loan or otherwise convey or commercially exploit the Software or the content made available through the Software (“Content”) or any portion thereof to anyone, and under no circumstance may you use or allow the use of the Software in any manner other than as expressly set forth above;
    2. modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software;
      iii. use the Software in connection with a service bureau, time sharing or fee-for- service arrangement with third parties;
    3. Remove or obscure any copyright notice, trademark notice, or other proprietary rights notice displayed on or in conjunction with the Services;
    4. Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of our Services.
    5. Access, view any source code or object code of Wellframe or our licensors; or
    6. Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software. If you dispose of any media embodying Software or Content, you will ensure that you have completely erased or otherwise destroyed any Software and Content stored on such media.,
  2. THE SOFTWARE IS NOT INTENDED FOR USE IN ANY SITUATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH OR BODILY INJURY OF ANY TYPE. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN A MANNER CONSISTENT WITH ALL APPLICABLE INTERNATIONAL, REGIONAL, FEDERAL, NATIONAL, STATE, AND LOCAL LAWS.

7. RESERVATION OF RIGHTS

  1. You agree and acknowledge that
    1. the Software is licensed to you, not sold, and Wellframe transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise;
    2. Wellframe and its licensors reserve all rights not expressly granted to you hereunder;
    3. Wellframe or its licensors reserve and shall retain all right, title and interest in and to the Software (including, but not by way of limitation, any images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software);
    4. The Software is protected by United States Copyright Law and international treaties relating to protection of copyright; and
    5. The Software includes, and this Agreement will cover, any updates, upgrades or bug fixes for the Software provided to you.

8. USE OF CONTENT

  1. The Software and Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to the Software, document names, Content, descriptions or specifications of products or Services, or other information without obligation to issue any notice of such changes.
  2. You may view, copy, download, and print Content and Attachments (defined below) that are available through the Software, subject to the following conditions:
    1. The Content and Attachments may be used solely for your personal informational purposes. No part of this Software or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
    2. The Content may not be modified.
    3. Copyright, trademark, and other proprietary notices may not be removed.
  3. Nothing contained on the Website or in the Software or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Software or any Content displayed on our Website, through the use of framing or otherwise, except: (a) as expressly permitted by these terms of use; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on our Website.

9. USER SUBMITTED CONTENT

  1. You are responsible for all Content and personal data (including photos) that you submit, post, or otherwise make available to or through the Services (“Attachments”). By doing so, you represent and warrant to Wellframe that such Content and Attachments is not the confidential information of another person or entity (unless you are acting as a Caregiver) and that you have all necessary permission to submit, post, and otherwise make available such Content and Attachments. Wellframe makes no claims to ownership of Content and Attachments you submit, post, or otherwise make available to or through the Services and you continue to retain all ownership rights in such Content and Attachments and the right to use your Content and Attachments as you determine.
  2. However, you do grant to Wellframe, our affiliates, contractors, service providers and agents a worldwide, nonexclusive, perpetual, irrevocable, global, royalty-free right and license (subject in all cases to the Privacy Policy) (a) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display Content for the purpose of delivering, developing, improving, and marketing the Services; (b) to develop, support and use Content to develop algorithms to detect patterns in data; and (c) to use, reproduce, analyze, aggregate and otherwise process personal data in accordance with the Privacy Policy.
  3. Please note that your Caregivers may have the same access to Content and personal data that you have entered. When you choose to share the Software with Caregivers, those individuals will be able to view and share your Content including, but not limited to, posts, notes, messages, photos, videos, etc. The Caregiver may also be able to add Content to your Software, such as notes, photos, videos, etc. If you do not want your personal data shared with Caregivers, you should not invite Caregivers to view or receive your Content.
  4. When you upload or share a child’s name, photo or a photo related to your child into the Software, you acknowledge that such image or name is not confidential and that you have all necessary permission to submit, post, and otherwise make the photo and name available and consent to Wellframe using that photo within the Software but solely as needed to provide the Services.

10. ACCEPTABLE USE POLICY

  1. You agree that the following actions shall constitute a material breach of these Terms, and that you will not upload or transmit any communications or content of any type that:
    1. constitutes unsolicited offers, advertisements, proposals, junk mail, or spam that other users of the Services will see or receive. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, pyramid schemes, informational announcements, charity requests, and petitions for signatures;
    2. infringes upon or violates any rights of any party;
    3. impersonates another person or entity, or creates a false impression or misleads others as to the origins of your communications;
    4. infringes on the intellectual property, copyright, trade secret, privacy, or publicity rights of others;
    5. is unlawful, obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, offensive or embarrassing to any other person or entity as reasonably determined by Wellframe
    6. promotes violence, illegal drug use, or substance abuse or describes how to perform a violent act, use illegal drugs, or abuse other substances
    7. harvests or otherwise collects information about others, including email addresses, without their consent
    8. discloses the personal data of others, including names, email addresses, telephone numbers, or any other confidential or personally identifiable information (other than in a caregiver capacity, as applicable)
    9. distributes viruses or other harmful computer code;
    10. restricts or inhibits any other person from using or enjoying the Services, or which, in the reasonable judgment of Wellframe, exposes us or any of our customers, partners, affiliates, or suppliers to any liability or detriment of any type; or
    11. deals with minors under 13 years of age without the consent of their parents

11. PERSONAL DATA

  1. By using the Services, you authorize Wellframe to collect, receive, use, and disclose your personal information as defined and described in our Privacy Policy: https://www.wellframe.com/privacypolicy. Wellframe agrees to use and protect your personal information in accordance with the Privacy Policy and applicable laws.
  2. You agree that Wellframe may collect and use Personal Data and technical data and related information, including, but not limited to, unique device identifiers and other technical information (“Aggregate Data”) about your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software, and to track and report your activity inside of the Software, including for analytics purposes.
  3. Wellframe’s use and disclosure of any Personal Data and Aggregate Data will be conducted in compliance with all applicable laws and regulations. You agree that:
    1. you consent to such disclosures and uses of Aggregate Data;
    2. Wellframe is not obligated to pay any amount to you or otherwise compensate you or any other person in any way for such disclosures and uses;
    3. Wellframe is not required to furnish you with any other information of any kind regarding such disclosures and uses; and
    4. to the extent that you have proprietary interest in any such Aggregate Data, you waive any right to such interest and you waive any right to seek compensation for such disclosures or uses.

12. ASSUMPTION OF RISK

  1. Wellframe does not nor does it intend to provide clinical or diagnostic advice.
  2. Please do not ask Wellframe for--or rely on--anything that we communicate as medical advice. Although the Services may contain articles on medical topics, we make no warranty whatsoever that any of the articles are accurate. Even if a statement we make about a health or medical issue is accurate, it may not apply to you or somebody in your care’s symptoms.
  3. The health or medical information we write about is general and cannot substitute for the advice of a licensed medical professional. Wellframe takes no responsibility for the results or consequences of any attempt to use or adopt any of the information presented in our materials. You should not interpret anything in our Services as an attempt to offer or render a medical opinion or otherwise engage in the practice of medicine.
  4. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. If you think you, or somebody in your care, may have a medical emergency, call your doctor or 911 immediately.

13. PASSWORD PROTECTION

  1. You are responsible for taking all reasonable steps to ensure that no unauthorized person accesses your account.
  2. It is your responsibility to:
    1. select a strong password;
    2. control the distribution of your password or account information;
    3. authorize, monitor, and control access to and use of your account and password; and
    4. inform us of any need to deactivate your password or change your registration as soon as possible.
  3. Wellframe is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access.

14. Login Credentials and Access

  1. Your access to the Software must be via login credentials ("Login Credentials"). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of Your Login Credentials have been or may be used without your permission so that appropriate action can be taken.
  2. You may not (i) create more than one account to access the Software, (ii) share your Login Credentials with any third party or (iii) transfer your account to any third party.
  3. Wellframe is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials.
  4. Wellframe will protect as confidential any Personal Data that you may provide to complete the applicable online forms to establish your Login Credentials with Wellframe.
  5. You agree to provide, maintain and update true, accurate, current and complete Personal Data on the screens that collect information from you in connection with the Software, and represent that you will not misrepresent your identity or your affiliation with any person or entity.

15. Export Restrictions

  1. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations.
  2. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
  3. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

16. ENFORCEMENT OF TERMS

You agree that Wellframe's licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Sections of this Agreement which by their nature survive expiration or termination of this Agreement shall survive according to their terms.

17. US GOVERNMENT RIGHTS

The Software is commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefore, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

18. Access to our Software by Minors

The Children’s Online Privacy and Protection Act requires that online service providers, which are directed to children under the age of 13 years old, obtain parental consent before they collect personally identifiable information online from these children. Wellframe does not knowingly collect Personal Data from children under the age of 13, and our Software is not directed at users under the age of 13. You hereby acknowledge and agree that children under the age of 13 are prohibited from using our Software. A parent, guardian, or personal representative may use the Software on behalf of a child under the age of 13. Furthermore, you acknowledge and agree that minors between the ages of 13 and 17 may use our Software, but that a parent, guardian or personal representative must consent to this Agreement and our Privacy Policy on their behalf.

 

19. THIRD PARTY SERVICES

  1. In some instances, you may be able to access, schedule, or otherwise use services or view content provided by a third party, such as telehealth services, testing services, or other services related to your health or health benefits, via the Software (the “Additional Services”).
  2. These Additional Services are not provided by Wellframe. These Additional Services are provided by third parties and may be subject to additional terms and conditions. Wellframe may ask you to provide information in association with your use of these Additional Services, subject to our Privacy Policy.
  3. Wellframe may agree to allow advertisers to respond to certain search terms with advertisements or sponsored material. You acknowledge and agree that Wellframe is not responsible for these Additional Services, including their accuracy, completeness, timeliness, validity, copyright, compliance, legality, decency, quality or any aspect thereof.
  4. Some of these Additional Services may use Content under license from Wellframe. Wellframe is not responsible for and we do not endorse any features, content, advertising, products, or other materials on other websites or applications, whether or not Wellframe is affiliated with those Additional Services. You assume all risk and we disclaim all liability arising from your use of the Additional Services.
  5. You acknowledge and understand that should you choose to provide any Personal Data as a part of the Additional Services the recipients of such Personal Data, after it is disclosed, may not be subject to the same obligations under federal privacy laws or other Applicable Laws and Regulations, and such third party sites may use or re-disclose the information in accordance with applicable laws and regulations and their respective privacy policies.

20. DEVICE INTEGRATIONS

  1. The Software may also act as a notification system with respect to specific events that may be detected by a biometric device you own or control that is connected to the Software. Do not use the Software as a substitute for the direct monitoring and verification of specific events. Wellframe is not responsible for your biometric device, including its accuracy, security, completeness, timeliness, validity, copyright, compliance, legality, decency, quality or any aspect thereof. Information that we and/or your Sponsor receives from your device will be considered Content.
  2. The third party device manufacturers of your biometric device may require you to read or consent to the device manufacturer’s terms of service, privacy policy, or other user agreements (the “Manufacturer User Agreements”), and they may prevent you from connecting your device to the Software without first consenting to those agreements. By using the Services, you agree to comply with the terms of the Manufacturer User Agreements.

21. UPDATES

  1. Wellframe may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality.
  2. You agree that Wellframe has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (a) the Software will automatically download and install all available Updates; or (b)you may receive notice of or be prompted to download and install available Updates.
  3. You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

22. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

  1. By downloading the Mobile App, you authorize Wellframe to send you (including via email and push notifications) information regarding the Services and the Mobile App, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding our products and services.
  2. You can review your account notification settings and adjust your messaging preferences, including opting-in to additional messages or unsubscribing to certain messaging through the Mobile App settings.

23. DISCLAIMER OF WARRANTY

  1. WELLFRAME PROVIDES THE SOFTWARE TO YOU "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO- DATE.
  2. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF ANY DATA OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WELLFRAME EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WELLFRAME'S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE.

24. LIMITATIONS OF LIABILITY AND RELEASES

  1. IN NO EVENT SHALL WELLFRAME OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT WELLFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  2. WELLFRAME'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED U.S. $1.

25. EXCLUSIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU WITH RESPECT TO CERTAIN TYPES OF DAMAGES OR CLAIMS.

26. NOTICES

Notices to you hereunder shall be sent to the email address provided by you when you registered to download and install the Software. Notices to Wellframe shall be sent to the attention of the Legal Department at Wellframe, Inc. 470 Atlantic Avenue, 8th Floor, Boston, MA 02210. Each party may change such address upon written notice to the other party.

27. GOVERNING LAW

  1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
  2. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, Massachusetts or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

28. CLASS ACTION WAIVER

WHERE PERMITTED BY APPLICABLE LAW YOU AND WELLFRAME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR WELLFRAME’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. You further acknowledge and agree that no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. This Class Action Waiver section will survive any termination of this Agreement.

29. GEOGRAPHIC RESTRICTIONS

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

30. ASSIGNMENT

This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without Wellframe's prior written consent but may be assigned by Wellframe without restriction. Any assignment attempted to be made in violation of this Agreement shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their permitted successors, heirs, and assigns. You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.

31. COMPLETE AGREEMENT; SEVERABILITY

This Agreement supersedes all proposals, oral or written, all negotiations, conversations, discussions, agreements, and all past course of dealing between you and Wellframe relating to the Software or the terms of its license to you, and may only be modified in writing signed by you and Wellframe. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.

If you have any questions about this license agreement, please contact help@wellframe.com.

You can also reach us by mail:

Wellframe, Inc.
ATTN: Legal
470 Atlantic Ave. Floor 8
Boston, MA 02210, USA

Copyright © 2012- 2021 Wellframe Inc. All rights reserved. Legal Notices

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***