Terms of Use

Last modified on September 12, 2018

Introduction to Our Terms of Use

The services that My Well, an Illinois not for profit corporation, and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively hereinafter, "My Well", "we", "us" or "our") provides to you are subject to the terms and conditions set forth herein (the "Terms of Use"), which govern your access to and/or use of our websites, including mywell.org and mywell.io, any mobile versions and/or applications, content, products and the services that My Well may have now and/or in the future (collectively, the "Services"). If you are entering into this Terms of Use on behalf of a company, organization or other legal entity, “you” or “your” shall refer to such entity.

Please read this Terms of Use carefully.

By using the Services, you signify your agreement with this Terms of Use and are entering into a legally binding agreement with My Well. If you are an individual agreeing to the terms of this Terms of Use on behalf of an organization’s legal entity, you represent that you have the legal authority to bind such entity. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. This Terms of Use expressly supersedes prior agreements and/or arrangements with you.

Privacy Policy

You also agree to My Well’s privacy policy (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND MY WELL WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

Eligibility

To access and/or use the Services, you must be thirteen (13) years or older and have the requisite power and authority to enter into this Terms of Use and meet any other applicable age and residency requirements. The Services are not intended for and should not be used by anyone under the age of thirteen (13) unless My Well receives legal parental or guardian consent. Otherwise, you represent that you are over the age of eighteen (18) and are the intended recipient of the Services. You may not access and/or use the Services for any purpose if either of the representations in the preceding sentence are not true.

Modification of the Terms of Use

Subject to the conditions set forth herein, My Well may, at any time, for any reason, in its sole discretion make changes from time to time to the Services and/or modify this Terms of Use. If My Well makes changes and/or modifications that affect your access to and/or use of the Services, My Well will provide a notice of such changes only by posting the updated Terms of Use on the page and changing the “last updated” date listed above. Your continued use of the Services after we make changes is deemed to be acceptance of those changes. So, please check this Terms of Use periodically for updates. If we make material changes to the Terms of Use, we will notify you by e-mail (if you have an email address on record with us) and through a notice on the Service. The date the Terms of Use was last revised is identified at the top of the page. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes.

Scope of Use

Use of Services and Availability. My Well retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of My Well’s control. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

Creating an Account. You may establish an account through the Services. Your account requires you to (i) indicate agreement to this Terms of Use, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process (“Registration Data”), as determined by My Well in its sole and absolute discretion. If you establish an account with My Well, you agree to provide true, accurate and current information in connection with your account. You are responsible for updating and correcting information you have submitted to create and/or maintain your account. You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You understand and agree that My Well shall have no responsibility for any incident arising out of, or related to, your account settings. My Well will assume that anyone using the Services and/or transacting through your account is you. Therefore, you further agree to immediately notify My Well of any unauthorized use of your password and/or account and/or any other breach of security. You may only create and hold one (1) account that you are solely responsible for managing and are prohibited from using other disguised identities when using the Services. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by My Well in its sole and absolute discretion. Your account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you violate this Terms of Use we may terminate your account immediately. Upon termination, the provisions of this Terms of Use that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.

If we terminate your account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access to and/or use of the Services, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.

Administrator. If you are an organization, you may designate an administrator to serve on your behalf (“Administrator User”). You shall be responsible for the acts and omissions of each Administrator User, and you are solely responsible for the activity that occurs on your account. The Administrator User will have ultimate authority for all instructions provided to My Well regarding the administration of your account. All notices from My Well will be given to the current Administrator User at the e-mail address appearing in the account settings of your account, and/or by a message placed inside the account. My Well shall not be liable for any loss of data of functionality caused directly or indirectly by Administrator Users.

Communications from My Well. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. My Well will use the email address provided in your Registration Data to provide notices, statements, and other communications to you, so please be sure to keep it current. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

Restrictions on Use. My Well grants you the rights set forth herein, subject to the following conditions:

  1. You may not post, distribute, and/or transmit material from the Services on another website, service or on a computer network without our permission;
  2. You may not use the Services, or information found at the Services (including the names and addresses of those who have submitted information), to sell or promote products or services or to solicit clients or for any other commercial purpose;
  3. You shall not use, display, mirror or frame the Services, any individual element within the Services, the My Well name, trademark, logo or other proprietary information, or the layout and design of any page, without our express written consent;
  4. You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
  5. You agree not to submit and/or transmit any emails, User Content or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
  6. You shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
  7. You shall not pretend to be someone else, use someone else’s identify or misrepresent your affiliation with a person or entity;
  8. You agree not to send or post onto the Services any unsolicited or unauthorized spam, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation;
  9. You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
  10. You are responsible for the accuracy of the data and content that you submit;
  11. You shall not submit User Content that is harmful, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, harassing, racially, ethnically and/or otherwise objectionable;
  12. You shall not access the Services by any means other than through the interface provided by My Well and as otherwise expressly authorized under these Terms of Use;
  13. You agree not to use any meta tags or other hidden text or metadata utilizing the Services or an My Well trademark, logo, or URL without My Well's express written consent;
  14. You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
  15. You will not avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by My Well or any of our providers or any other third party (including another user) to protect the Services;
  16. You will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information; and
  17. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

Termination

If you violate this Terms of Use and/or if we have grounds to suspect that you violated this Terms of Use and/or other use parameters included on the Services, we may refuse use of the Services (or any portion thereof). We may suspend the provision of our Services temporarily, or we may permanently remove the material involved from our servers, provide warnings to you, or suspend or terminate your access to our Websites or Services. We will determine what action will be taken in response to a violation at our sole discretion. My Well also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability. In the event you fail to pay for the access granted (if applicable), and/or share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, My Well will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access. In such a case, My Well retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.

Transactions

General. You acknowledge that they you are submitting payment directly to the registered user or user's representative (either offline, online via third party payment service, or any other payment method) and therefore My Well cannot be responsible for tax receipts, lost payments, identity theft, fraud or refunds. My Well is not a bank, money transmitter, or other money services business, as defined by the Bank Secrecy Act or state banking law. No Payments will occur hereunder to any donee that is not a party to this Terms of Use.

Donee Related Terms.

  1. As a donee, you appoint My Well as your agent for receipt of payments from a donor (each a “Donation”). The services provided under this Terms of Use for donees are subject to payment of fees (“Fees”). The amount of the Fees is posted on the Service. My Well reserves the right to off-set from each Donation the applicable Fee before settling such Donation to a donee. My Well reserves the right to change the amount of, or basis for determining, any Fees for a Pay Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages of the Service.
  2. Payments received by donee, through its agent My Well, shall be settled to donees, less applicable Fees by automated clearing house (“ACH”) transaction, or by such other means as My Well may elect to use.
  3. You agree that My Well may, in its sole and absolute discretion, offer a refund to a donor in the event that the donor provided it to an incorrect organization, the organization is fraudulent, or in other situations where My Well determines in its sole discretion that the transaction should be refunded.

Donor Related Terms.

  1. My Well is free to donors. My Well provides links and interfaces to third party payment services, which permit you to send funds to organizations (or user's representative) registered with My Well. Each organization is solely responsible for providing information related to tax receipts and/or end of year statements, which may be sent via the Services or otherwise. Any use of third-party payment services by you will be subject to the terms and conditions of such third-party payment services, and at your own risk.
  2. Except as otherwise set forth herein, to be eligible for a refund, as a donor, you must submit a request within thirty (30) days of providing any payment, to help@mywell.org with the Subject “Refund Request” and include your username and transaction information. We will use commercially reasonable efforts to respond to such requests but do not guarantee that the refund will occur. If the matter is not resolved, you shall address the donee (organization) directly and My Well shall have no liability in respect of the payment except and to the extent required under applicable laws.

Use Outside Defined Area

Please be aware that our Services are subject to United States laws, including laws governing privacy and security of your information. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Use is written in English. To the extent any translated version of this Terms of Use conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of ‘Specially Designated Nationals’ you will not engage in commercial activities on My Well (such as advertising or payments); and/or (iii) you will not use My Well if you are prohibited from receiving products, services or software originating from the United States.

Errors, Inaccuracies, Omissions and Performance

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events. We reserve the right to: (i) correct any errors, inaccuracies, and/or omission; and/or (ii) make changes to content, events, descriptions, service and/or other information without obligation to issue any notice of such changes, except as prohibited by law. We also reserve the right to revise, suspend and/or terminate an event and/or promotion at any time without notice and without liability.

Proprietary Rights and Licenses

Right to Access. The Services, any content and/or products on the Services and the infrastructure used to provide the Services are proprietary to My Well and other content providers. By using the Services and accepting this Terms of Use, My Well grants you a personal, non-exclusive, non-transferable, revocable right to access and/or use the Services pursuant to this Terms of Use and to any additional terms and policies set forth by My Well. Neither this Terms of Use nor your use of the Services convey and/or grant to you any rights: (i) in or related to the Services except for the limited license granted herein; and (ii) to use or reference in any manner My Well’s names, logos, product and service names, trademarks or services marks or those of My Well’s licensors.

Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics and content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions and My Well and its licensors own all right, title and interest in to the such materials, services and content offered on or through the Service. Subject to the limited rights expressly granted hereunder, My Well and/or its third party providers reserve all right, title and interest in and to the services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

User Content. Please carefully choose the information that you post on, through and/or in connection with the Services. “User Content" includes registration information, business and financial information, logos, images, consent, messages electronic transmissions and all other data of any kind contained within emails or otherwise submitted by you or entered electronically in the course of your use of the Services. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Use. You hereby grant My Well a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for any purpose including after termination of your account. You further hereby irrevocably grant the other users of the Services, the right to access and/or use User Content in connection with their use of the Services in accordance with this Terms of Use. You shall not imply that User Content is in any way sponsored and/or endorsed by My Well.

Transmission of User Content. You understand that the technical processing and transmission of User Content (including the possible transmission of User Content outside its country of origin) may be necessary to your use of the materials, services and content offered on or through the Services and consent to My Well's interception and storage of User Content. You understand that you or My Well may be transmitting User Content over the Internet, and over various networks, only part of which may be owned and operated by My Well. You agree that My Well is not responsible for any portions of User Content that are lost, altered, intercepted or stored without authorization during the transmission of User Content across networks not owned and/or operated by My Well.

Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you grant to My Well a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. My Well has no obligation to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

Prohibited Conduct. Gathering email addresses from My Well through harvesting or is prohibited. Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with My Well’s express written consent). You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services.

Links to Third Party Sites

The Services may contain links to third party websites ("Linked Sites"). We do not control these Linked Sites and are not responsible for the content of, stability of, or any transmission to or from any Linked Site. My Well provides these links to you only as a convenience and the inclusion of any link does not imply endorsement by My Well or any association with the link's operators, or guarantee that the content contains accurate information. We recommend you review the privacy statements and terms of use posted at any Linked Sites. My Well reserves the right to terminate any link and/or linking program at any time. My Well disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.

Third Party Services

The Services may be made available and/or accessed in connection with third party services and content that My Well does not control. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third party. My Well does not endorse such third party services and content and in no event shall My Well be liable for any products and/or services of such third party providers. You agree that My Well shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the Services. Moreover, My Well shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the Services.

Copyright Infringement Notification Process

DMCA. My Well abides by the Federal Digital Millennium Copyright Act (the "DMCA"). If you believe that any content included on the Services is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights in that work, please immediately notify My Well of any such copyright or other intellectual property rights infringement. Similarly, if you believe that User Content has been inappropriately removed, you may send a counter-notification. In either case, your written notice should be sent to our designated copyright agent (“Copyright Agent”) as follows:

DMCA Complaints

My Well, an Illinois not for profit Corporation

Attn: Jon Horton / Technology Director

9550 W. Higgins Road, 8th Floor, Rosemont, Illinois 60018

Telephone: (833) 469-9355

Email: help@mywell.org

Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Use. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. The Copyright Agent will not respond to any other inquiries.

Copyright Infringement Notification. To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs is the best way to help us locate content quickly.
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notification. If User Content has been taken down, you may elect to send us a counter notice. To be effective your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

  1. A physical or electronic signature of the subscriber.
  2. 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.
  3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Disclaimer of Warranties

While we try to provide the Services at a standard that we would expect to receive from others providing similar websites or services, no one and no thing is perfect. THEREFORE, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, MY WELL AND ITS SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY, THE "MY WELL PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MY WELL AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND/OR CONTENT WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) MY WELL WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MY WELL AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF USE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE SERVICES. THE MY WELL PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT OR PERSONALIZATION SETTINGS.

Limitation of Liability

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL MY WELL, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MY WELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY MY WELL ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, MY WELL’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MY WELL’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS (US$100.00).

Indemnification

You shall indemnify, defend and hold harmless My Well, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) use of User Content in the event of an infringement, violation, trespass, contravention and/or breach of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party, (ii) your use of My Well’s Services; (iii) any breach of this Terms of Use by you, your officers, agents, employees, contractors and/or representatives and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to My Well upon your receipt of notice of any Claim against you which might give rise to a claim against My Well.

Injunctive Relief

Your breach of these Terms of Use may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we are entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and disclosure of information obtained through the Websites or Services, which is in addition to any other remedies available at law or in equity.

Arbitration Agreement and Waiver of Class Action

Disputes. We want to address your concerns without needing a formal legal case. Before filing a claim against My Well, you agree to try to resolve the dispute informally by contacting us at help@mywell.org. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or My Well agree to resolve any claims related to this Terms of Use through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting My Well within thirty (30) day from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Use). You must write us at My Well, Attn: Opt-Out Arbitration, 9550 W. Higgins Road, 8thh Floor, Rosemont, Illinois 60018. If you opt out, neither you nor My Well can require the other to participate in an arbitration proceeding.

Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.

Exceptions to Agreement to Arbitrate. Either you and/or My Well may assert claims, if it qualifies, in small claims court in Cook County, Illinois. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of My Well’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and My Well agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and My Well consent to the foregoing venue and jurisdiction.

No Waiver; Severability

A waiver of any breach of any provision of these Terms of Use is not a waiver of any repetition of such breach and will not in any manner affect any other terms or conditions of these Terms of Use. We do not waive any rights by the failure to enforce any provision of these Terms of Use in every instance in which it might apply. In the event that any provision of these Terms of Use is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision.

Governing Law

This Terms of Use shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Use, this Terms of Use will be deemed modified to conform to the law and the other provisions will not be affected by any such modification.

Assignability

We may assign our rights and delegate our duties under these Terms of Use either in whole or in part at any time without notice. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under these Terms of Use to anyone else without our prior written consent.

Relationship

This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.


Contact info

help@mywell.org

9550 West Higgins Road 8th floor Rosemont, IL 60018

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