The services that My Well, an Illinois not for profit corporation, and its parents, subsidiaries, representatives, affiliates, officers and directors (“My Well”, “we”, “us” or “our”) provides to you are subject to the terms and conditions set forth herein (“Terms of Use”), which govern your access to and/or use of our websites, including mywell.org and mywell.io (collectively, “Sites”), any mobile versions and/or applications, content, products and the services that My Well may have now and/or in the future (collectively, “Services”). If you are entering into these Terms of Use on behalf of a company, organization or other legal entity, “you” or “your” shall refer to such entity. Please read these Terms of Use carefully.
By using the Services, signing up for an account, or indicating acceptance of these terms (such as by checking a box or clicking a button captioned with acceptance language), you signify your agreement with these Terms of Use and are entering into a legally binding agreement with My Well. If you are an individual agreeing to the terms of these 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 these 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.
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.
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 these Terms of Use. If such changes 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 and the updated Terms of Use. So, please check these Terms of Use periodically for updates. If we make material changes to the Terms of Use, we will attempt to notify you by email (if you have an email address on record with us) and/or through a notice on the Service in our sole discretion. 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.
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.
You may establish an account through the Services. Your account requires you to (i) indicate agreement to these Terms of Use, (ii) provide contact information and other diligence 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 are establishing the account with My Well on behalf of a legal entity, such account and these terms will apply in connection with respect to all locations of such legal entity, including each payment processing account established by such legal entity with our designated payment processor. 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 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 the 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 email 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 the Administrator User. In addition to any other remedies we may have, if we suspect you (or your Administrative User) have provided fraudulent or misleading information, or if you (or your Administrative User) have violated these Terms of Use or any applicable law or regulation, we may terminate your account immediately and/or hold you liable for any and all damages we may incur as a result of your conduct. If we terminate your account, you may not subscribe under a new account unless we formally invite you.
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. In addition, you agree that any notice under these Terms of Use or related to the Services may be provided to you via your account on the Services (including but not limited to notices regarding changes to the Services or these Terms of Use). 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.
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 these 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 these Terms of Use. You shall not imply that User Content is in any way sponsored and/or endorsed by My Well.
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.
You may not: (1) modify, alter, reverse engineer, or create derivative works of our Sites or their contents; (2) copy, download, distribute to third parties or publicly display the Sites’ contents or use any portion thereof, except as expressly authorized; (3) remove, modify, or obscure any copyright, trademark, or other proprietary notice; (4) attempt to gain access to any portion of the Sites for which you do not have authorized access, interfere with or interrupt the operation of the Sites (including without limitation through denial of service attacks), or harm the Sites or any user of the Sites through hacking, data mining, the use of viruses or other malware, or any other means; or (5) otherwise use or access the Sites, its contents, or any connected network, system, or database, in any way not authorized by these Terms of Use or in violation of any law.
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. 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.
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 these Terms of Use, My Well grants you a personal, non-exclusive, non-transferable, revocable right to access and/or use the Services pursuant to these Terms of Use and to any additional terms and policies set forth by My Well. Neither these 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. 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.
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.
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. In addition, the Services may be made available and/or accessed in connection with third party services and content that My Well does not control. 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 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 these Terms of Use.
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 as follows: My Well, an Illinois not for profit Corporation, 2001 Butterfield Road, Suite 102, Downers Grove, IL 60515 Telephone: (833) 469-9355 Email: help@mywell.org.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following:
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 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 THESE 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.
IN NO EVENT SHALL MY WELL, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU 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).
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 these 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.
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 these 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 these Terms of Use). You must write us at *My Well, Attn: Opt-Out Arbitration, 2001 Butterfield Road, Suite 102, Downers Grove, IL 60515*. 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; Governing Law. 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. Other than as provided with respect to arbitration, these 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.
These Terms of Use and the documents referenced or incorporated herein (including but not limited to the Privacy Policy) constitute the final, complete, and exclusive agreement of the parties relating to the use of the Services, and supersedes and merges all prior discussions between the parties. Upon termination of these Terms of Use for any reason, the provisions of these 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. 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. 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 My Well’s Sites or Services, which is in addition to any other remedies available at law or in equity. 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. 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. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.
Contact info:
help@mywell.org
2001 Butterfield Road, Suite 102, Downers Grove, IL 60515