TERMS OF SERVICE

In this Terms of Service, WellSeek PBC (“WellSeek,” “we,” “us” or “our”), provides the terms and conditions that govern access to and use of WellSeek’s website, products, and services (collectively, “Offerings”).  Please read these Terms of Service, Intellectual Property Policy, and Privacy Policy before utilizing our Offerings.  Please contact WellSeek at info@wellseek.io with any questions.  These Terms of Service set forth the legally binding terms and conditions for your use of our Offerings.

WellSeek’s Services and Disclaimer

WellSeek is a social enterprise that empowers businesses and individuals to prioritize well-being for all. We offer a platform, consultancy, and programmatic services to facilitate these connections, including our beWELL programs. We may connect you with licensed health professionals, coaches, and practitioners ("Professionals") who can provide advice, services, and content.

Important Note: WellSeek itself is not a healthcare provider and does not directly employ licensed healthcare professionals.

The information provided by WellSeek Professionals and through the beWELL program is for educational purposes only. WellSeek is not responsible for the content or products offered by any Professionals associated with our platform. We disclaim any liability arising from the use of our platform or the services offered by Professionals. The information shared by Professionals and the beWELL program content may reflect the personal knowledge and experiences of the presenters.

The beWELL program, including talks, workshops, and impact advisory services, focuses on promoting well-being and leadership development. The program content is intended to be informative and inspirational. It does not constitute professional medical advice, diagnosis, or treatment.

While WellSeek may offer general health and wellbeing information, it is not a substitute for professional medical advice. Always consult with your physician or a qualified healthcare provider for any questions or concerns regarding your health. Never disregard professional medical advice or delay seeking it because of something you have seen or read on our platform. You assume all risks associated with relying on information provided through WellSeek.

Acceptance of Terms of Service

By accessing or using our Offerings in any manner, including but not limited to visiting or browsing our products, you agree to be bound by the Terms of Service and any and all other operating rules, policies and procedures that are referenced herein including, but not limited to, our Acceptable Use Policy, Intellectual Property Policy, and Privacy Policy, which may be updated from time to time without notice to you.  

WellSeek’s Offerings may be subject to additional terms and conditions specified by us from time to time and your use of such offerings is subject to these additional terms and conditions, which are incorporated into these Terms of Service by this reference.

These Terms of Service apply to all users of the Offerings, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

Using Our Offerings

You may use our Offerings only in compliance with these Terms of Service and you are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Offerings is revoked where these Terms of Service or use of the Offerings is prohibited or to the extent offering, sale or provision of the Offerings conflicts with any applicable law, rule or regulation.  You represent and warrant that you are either (i) at least 18 years of age, or (ii) at least 13 years of age and use the Offerings with the supervision and permission of a parent or legal guardian who is responsible for any and all activity on the offerings.  If you open an account on behalf of a company, organization, or other entity, then as used herein: (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms of Service and bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity's behalf.  

We may, in our sole discretion, refuse to offer the Offerings to any person or entity and change its eligibility criteria at any time. 

Activating An Account

To sign up and activate our Offerings, you may be asked to register and activate a new WellSeek account on the Offerings (an “Account”).  You must provide accurate and complete information (including without limitation your personal identification, billing information, information submitted pursuant to a questionnaire provided through the Offerings, and certain other information as specified in the Offerings) and keep your Account information updated.  This information will only be used by us, as permitted by these Terms of Service and our Privacy Policy.  By creating an account, you agree to disclose the contents of your complete WellSeek profile to any WellSeek team member or Professional designated to work with you.

You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.  You may never use another person’s user account or registration information for the Offerings without permission.  Please select a secure password for your Account and keep your password confidential.  You should never publish, distribute or post login information for your Account.  

You are solely responsible for keeping your Account password confidential and secure, and further understand you are solely responsible and liable for any activity that occurs on your Account.  You must notify us immediately of any change in your eligibility to use the Offerings (including any changes to or revocation of any licenses from state or federal authorities), breach of security, or unauthorized use of your Account.  You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

By creating an Account, you expressly consent to the use of: (i) electronic means to complete these Terms of Service and to provide you with any notices given pursuant to these Terms of Service; and (ii) electronic records to store information related to these Terms of Service or your use of the Offerings.  By continuing to access or use the Offerings after any revision to these Terms of Service becomes effective, you agree to be bound by the revised terms.

WellSeek cannot and will not be liable for any loss or damage arising from your failure to comply with the requirements under this Section 4.

Content

For the purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Offerings.  Content may also include Professional Content and User Content.

As part of its platform, WellSeek may provide profile pages for Professionals so they can post relevant information about their education, training, experience, and areas of specialization.  Professional Content includes, without limitation, all Content added, created, uploaded, submitted, distributed, or posted to the Offerings by Professionals, whether publicly posted or privately transmitted.  Professional Content is the sole and exclusive responsibility of the Professional who originated such Professional Content.  WellSeek expressly disclaims any and all liability for any Professional Content, including without limitation, the accuracy or reliability of any information contained therein.  You acknowledge that all Professional Content accessed by you using the Offerings is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

User Content includes, without limitation, all Content added, created, uploaded, submitted, distributed, or posted to the Services by users, whether publicly posted (“Public User Content”) or privately transmitted (“Private User Content”).  User Content is the sole responsibility of the person who originated such User Content.  You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Offerings is or will continue to be accurate.  As part of your access to our Offerings you agree to abide by our Acceptable Use Policy.  Except as expressly provided in these Terms of Service, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise use our Offerings without our permission.

WellSeek’s Offerings may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.  You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Offerings.

Subject to these Terms of Service, WellSeek grants each user of the Offerings a worldwide, non-exclusive, non-sublicensable, and non-transferrable license to use (i.e., to download and display locally) Content solely for the purpose of using the Offerings.  Use, reproduction, modification, distribution or storage of any Content for purposes other than your personal use of the Offerings is expressly prohibited without prior written permission from WellSeek.  You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use in any way that violates any third party right.  Unless otherwise expressly agreed in writing by WellSeek, the Services are only permitted to be used within the United States of America.

By submitting Private User Content through the Services, including without limitation your health-related information, you hereby do and shall grant WellSeek a worldwide, non-exclusive, perpetual (provided however that you will have the right to revoke such license at any time or upon termination of your Account), royalty-free, fully paid, sublicensable and transferable license to aggregate, anonymize, analyze, evaluate and publish the Private User Content solely as necessary to provide you with the Offerings, including without limitation by providing such Private User Content to any Professional(s) designated by you.  By submitting Public User Content through the Offerings, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, store, edit, modify, truncate, aggregate, reproduce, transmit, distribute, display, publish, perform and otherwise fully exploit the Public User Content in connection with the Offerings and our (and our successors' and assigns') businesses, including without limitation, for promoting and redistributing part or all of the Offerings (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Offerings.  You also hereby do and shall grant each user of the Offerings a non-exclusive, perpetual license to access your Public User Content through the Offerings, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display, publish and perform such Public User Content, including after your termination of your Account or the Offerings.  For clarity, the foregoing license grants to WellSeek, your designated Professional(s) and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Private User Content is inaccessible by third parties, except for your designated Professional(s) with whom you have authorized us to share certain of your Private User Content or unless you consent to make it available to third parties through the Offerings.  WellSeek agrees to never disclose your Private User Content to anyone unless it is necessary to provide you with the Offerings, as requested by you, you instruct us to do so or any law, court order, regulatory authority, governmental authority, or other legal requirement compels disclosure of such Private User Content, as provided in our Privacy Policy.

WellSeek does not guarantee that any Content will be made available on or through the Offerings.  WellSeek reserves the right to, but does not have any obligation to, (i) remove, edit or modify any Content in our sole and exclusive discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Offerings.

Modifications to Our Offerings

WellSeek reserves the right to modify, edit, suspend or terminate the Offerings (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you.  WellSeek shall not be liable to you or any third party for any modification or cessation of the Offerings.  WellSeek has no express or implied obligation to provide, or continue to provide, the Offerings, or any part thereof, now or in the future.  WellSeek reserves the right to modify or impose any limitations on the use of the Offerings at any time, with or without notice to you.

Potential Data Loss

The technology supporting the Offerings may include issues that could cause failures, corruption, or loss of data and/or information from your devices (including, without limitation, laptops, tablets, phones, computers, and servers) and peripherals connected thereto.  WellSeek strongly encourages you to back-up all data and information that you intend to use in or submit to the Offerings.

YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE DEVICE AND PERIPHERALS, AND ANY DAMAGE OR LOSS TO ANY EQUIPMENT, SOFTWARE, CONTENT, INFORMATION, OR DATA, WHETHER OR NOT SPECIFIED HEREIN. 

Third Party Services

The Offerings may contain links to other websites, services, content or resources on the Internet, and other websites, advertisers, services, content or resources may contain links to the Offerings.  When you access any third party website, service, content or resources on the Internet, you do so at your own risk.  These other websites, services, content or resources are not owned or controlled by WellSeek, and you acknowledge that WellSeek is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services, content or resources.  The inclusion of any such link does not imply WellSeek’s endorsement or any association between WellSeek and the operators of the link.  You acknowledge and agree that WellSeek shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website, service, content or resource.

Payments and Billing

Paid Services.  Certain of our Offerings may be subject to payments now or in the future (the "Paid Services").  Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.  You acknowledge and agree that you shall be personally responsible for all incurred expenses. You agree to promptly pay all applicable fees and charges for your use of the Offerings, and you authorize us to automatically deduct all applicable charges and fees from the payment account(s) you designate in your Account. You understand and agree that you will be responsible for a missed appointment fee equal to the fees you would have paid for the scheduled services if you do not cancel a scheduled appointment at least two business days in advance. You agree to be responsible for any telephone charges and/or Internet service fees you incur in accessing your Account through the Offerings.

Refunds.  You understand and agree that as a general matter there are no refunds or exchanges, unless WellSeek decides to issue a refund or exchange in its sole and exclusive discretion.

Billing. Payment transactions through this site are processed and disbursed by our third-party payment processor. It may not support all payment methods, currencies or locations, and is solely responsible for its performance of card processing and their related services. By agreeing to these Terms, you agree to be bound by the Terms of Service of the third party payment processor. Any breach of those terms will be treated as a breach of thoseTerms.

You are responsible for paying any applicable taxes for your use of the Services.

Payment Method.  The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Recurring Billing.  Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you.  By choosing a recurring payment plan, you acknowledge that such services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.  WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT US AT INFO@WELLSEEK.IO. 

Current Information Required.  YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT.  YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD.  CHANGES TO SUCH INFORMATION CAN BE MADE AT OR BY CONTACTING US AT INFO@WELLSEEK.IO.  IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized.  If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction.  Any agreement you have with your payment provider will govern your use of your Payment Method.  You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Subscription Services.  Unless you opt out of auto-renewal, which can be done through your Account Settings, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate.  To change or resign your Subscription Services at any time, go to Account Settings.  If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires.  However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Reaffirmation of Authorization.  Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service.  We may submit those charges for payment and you will be responsible for such charges.  This does not waive our right to seek payment directly from you.  Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Free Trials and Other Promotions.  Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial.  You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service.  If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at info@wellseek.io.

Termination

WellSeek may terminate or suspend your access to all or any part of the Offerings at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account.  WellSeek reserves the right to reduce or restrict access to our Offerings by any account that, in WellSeek’s sole discretion, has received too many complaints (e.g., copyright or trademark infringement complaints and/or violations, as provided by our Intellectual Property Policy).  This may include (i) restricting the ability by the WellSeek Account to post new content; (ii) modifying existing content by the WellSeek Account; and/or (iii) terminating the WellSeek Account.  If you wish to terminate your Account, you may do so by following the instructions through the Offerings.  Any fees paid hereunder are non-refundable.  All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.  

Warranty Disclaimer

WellSeek has not special relationship with or fiduciary duty to you.  You acknowledge that WellSeek has no duty to take any action regarding: (i) which users gain access to the Offerings; (ii) what effect any of the Content has on you; (iii) what Content you access via the Offerings; or (iv) how you may interpret or use the Content.

You release WellSeek from any and all liability for you having acquired or not acquired Content through the Offerings.  WellSeek makes no representations concerning any Content contained in or accessed through the Offerings, and WellSeek will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Offerings.

WellSeek reserves the right to deny registration or client status at its sole discretion. Even if you become a registered user or client, a WellSeek Professional (e.g., coach, practitioner) may determine that their services offered through the platform are not suitable for your specific needs and may decline to provide them.

WELLSEEK’S OFFERINGS AND ALL INCLUDED CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.  WELLSEEK SPECIFICALLY DISCLAIMS ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE OFFERINGS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE OFFERINGS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY INFORMATION CONTAINED ON, RESULTS THAT MAY BE OBTAINED FROM THE USE OF, OR OTHER ASPECT OF THE OFFERINGS WILL BE ACCURATE, CURRENT, COMPLETE OR RELIABLE; OR (V) THE RESULTS OF USING THE OFFERINGS WILL MEET YOUR REQUIREMENTS.  YOUR USE OF THE OFFERINGS IS SOLELY AT YOUR OWN RISK.  NO ADVICE OR INFORMATION PROVIDED TO YOU BY WELLSEEK WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.  SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU.  IN SUCH EVENT THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, offices, directors, agents, contractors, suppliers, and representatives from all liabilities, claims, causes of action, demands, liabilities, losses, suits, disputes, damages, costs and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Offerings, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Offerings, of any intellectual property or other right of any person or entity.  WellSeek reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability 

IN NO EVENT SHALL WE, NOR OUR OFFICERS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE OFFERINGS (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE OFFERINGS; OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR OFFERINGS DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.  NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF PROFESSIONALS ARISING FROM OR RELATED TO HEALTH OR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, OR TREATMENT THEY PROVIDE TO YOU, EXCEPT AS PROVIDED UNDER APPLICABLE STATE LAWS.  IN NO EVENT SHALL WELLSEEK BE LIABLE FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A PROFESSIONAL.  IF YOU ARE DISSATISFIED WITH THE OFFERINGS, THE CONTENT, OR THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE OFFERINGS.

Governing Law and Jurisdiction  

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America.  You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Diego County, California.  

ARBITRATION AND CLASS ACTION WAIVER.  YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE OFFERINGS, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN SAN DIEGO, CALIFORNIA UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY.  DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.  As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules and if within such court's jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement.  YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.  You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding.  This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by JAMS.  Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service.

Severability.  If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void.  This section will survive the termination of your relationship with us.

Modification

WellSeek reserves the right, in its sole and exclusive discretion, to modify, edit or replace any of these Terms of Service, or change, suspend, or discontinue the Offerings (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on WellSeek’s website or by sending you notice through the Offerings, via e-mail or by another appropriate means of electronic communication.  WellSeek may also impose limits on certain features and services or restrict your access to parts or all of the Offerings without notice or liability.  While WellSeek will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes.  Your continued use of the Offerings following notification of any changes to these Terms of Service constitutes acceptance of those changes.