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Terms of Service

Last Update:  March 3rd, 2021

Welcome, and thank you for your interest in Wellbeats, Inc. These terms of service (“Terms”) establish the terms and conditions that apply to you when you use the Service (as defined below).

BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE NOT PERMITTED TO USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. THESE TERMS CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY WELLBEATS, INC. (“WELLBEATS”, “WE”, “OUR,” OR “US”) AT ANY TIME; PROVIDED THAT WE WILL ENDEAVOR TO PROVIDE YOU WITH PRIOR NOTICE OF ANY MATERIAL CHANGES. YOUR CONTINUED USE OF THE SERVICE AFTER THE MODIFICATION OF THESE TERMS MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THESE TERMS EACH TIME YOU ACCESS THE SERVICE IN ORDER TO VIEW ANY CHANGES TO THESE TERMS. THESE TERMS WERE LAST MODIFIED AS OF THE DATE INDICATED ABOVE.

AS FURTHER DESCRIBED BELOW, YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING THIS OR ANY OTHER EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. NOTHING STATED OR POSTED ON THE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR PROFESSIONAL ADVICE OR CARE. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

IN THE EVENT OF A MEDICAL OR HEALTH EMERGENCY, PLEASE CALL 911 OR APPROPRIATE EMERGENCY RESPONDERS IMMEDIATELY.

  1. Use of the Service
    • The “Service” is our website located at https://portal.wellbeats.com and our mobile applications, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. Any person who accesses and/or uses the Service, whether on his or her own behalf or on behalf of any third party, will be referred to herein as a “Member”.
    • Subject to the terms and conditions of these Terms, Wellbeats hereby grants you a limited revocable, non-exclusive, non-transferable license to access and use the Service, solely in the manner intended by Wellbeats. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. Wellbeats reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
    • Wellbeats’ policy with respect to the collection and use of your personally identifiable information is set in our Privacy Policy. https://wellbeats.com/privacy/ By accepting these Terms, you acknowledge your agreement with Wellbeats’ Priacy Policy.
  2. Registration, Accounts, Passwords and Security
    • Member. In order to become a Member, you must complete the registration process by providing Wellbeats with current, complete and accurate information, as prompted by the applicable registration form.
    • Eligibility. You represent and warrant that you are at least 18 years of age, that you have not been previously suspended or removed from the Service, and you have consulted with a physician or other health care provider prior to using the Service, and that you possess the legal right and ability to enter into these Terms. THE SERVICE IS NOT FOR PERSONS WITH EXISTING HEALTH CONDITIONS UNLESS CLEARED BY A PHYSICAN OR OTHER HEALTH CARE PROVIDER OR PERSONS UNDER THE AGE OF 18.
    • Credentials. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Wellbeats immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at https://wellbeats.com/contact-support/  You are responsible for all use of the Service occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Wellbeats will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Wellbeats or another party due to someone else using your account or password.
  3. Your Responsibilities
    • You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):
      • Use, copy, install, transfer or distribute the Service, except as specifically permitted by these Terms;
      • Use, copy, install, transfer or distribute the Service, except as specifically permitted by these Terms;
      • Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service or its Content (as defined below);
      • Remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
    • Create user accounts by automated means or under false or fraudulent pretenses;
    • Reformat, mirror, or frame any portion of the web pages that are part of the Service;
    • Express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
    • Transmit (A) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (B) any material, non-public information about individuals or companies without the authorization to do so, (C) any trade secret of any third party, and/or (D) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
    • Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
    • Harvest, solicit, or collect information about other Members without their prior written consent;
    • Harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Wellbeats employees and other Members;
    • Gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
    • Violate any applicable federal, state or local laws (including laws requiring the consent of subjects of audio and video recordings), regulations or these Terms;
    • Use the Service for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Service to contact other Members for sexual or other inappropriate purposes, or using the Service in violation of Wellbeats’ or any third party’s intellectual property or other proprietary or legal rights; or
    • Use or access the Service to build a competing service. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
    • You are responsible for compliance will all recording laws. You may not record any portion of the Services or features of the Service without written permission by Wellbeats. Certain features of the Service may allow you and other Members to record or take screenshots during group fitness classes. By using the Service, you consent to allow Wellbeats, instructors and other Members to record and store recordings of group fitness classes. If you do not consent to being recorded, you should not utilize the group fitness class features of the Service.
    • Members to record and store recordings of group fitness classes. If you do not consent to being recorded, you should not utilize the group fitness class features of the Service.
  4. Consent to Electronic Communications
    • By using the Service or providing Personal Information (as defined in the Privacy Policy) to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you, if we have your email address.
    • If you wish to remove yourself from any list, follow instructions in the Privacy Policy.
  5. Content Submitted to the Service.
    • The opinions expressed on the Service by users, instructors and Members reflect solely the opinions of the users, instructors or Members who post thereon and do not reflect the opinions of Wellbeats. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service; to alter or remove any comments or other interactions with the Service; and to disclose such comments and interactions and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, our sponsors, and our Members and visitors; and to comply with legal obligations or governmental requests. If you believe a message violates our member policies, please contact Wellbeats immediately at https://wellbeats.com/contact-support/ so that we can consider its editing or removal
  6. Term and Termination
    • Term. The term of these Terms (the “Term”) will commence on the date on which you first access or utilize the Service in any way (the “Effective Date”) and will continue so long as you continue to access or utilize the Service; provided that Wellbeats reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including, without limitation, the suspension or termination of the user’s access and/or account, or blocking the user from access to the Service. Wellbeats may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Wellbeats reserves the right at all times to disclose any information as Wellbeats deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Wellbeats sole discretion.
    • Effect of Termination. The following Sections of these Terms will survive termination or expiration of the Agreement: 7, 10-21
  7. Ownership
    • Proprietary Information. You acknowledge and agree that: (i) the Service, including, without limitation, any articles, photos, videos, recordings or other content (“Content”), modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Wellbeats and its licensors, as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Wellbeats; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to these Terms; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.
    • Trademarks. You acknowledge that Wellbeats has acquired, and is the owner of, trademark rights in the name and word mark Wellbeats and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or Wellbeats’ ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. All use of the foregoing name and marks by you will inure exclusively to the benefit of Wellbeats. All marks shown on the Service but not owned by Wellbeats are the property of their respective owners.
  8. Fitness Class Participation Waiver
    • You acknowledge that participation in fitness classes via the Service involves strength, flexibility, aerobic, cardio and other exercises, including the use of equipment, all of which can be potentially hazardous activities. You accept full responsibility over the location where you engage in fitness classes via the Service, you acknowledge that Wellbeats has no control over the location that you choose, and that the location of participation in fitness activities involves additional risks, including, but not limited to, those caused by terrain, facilities, temperature, weather, environment, vehicular traffic, lack of hydration and actions of other people.
    • In becoming a Member with the intent of using the Service, you affirm that either (i) all of the following statements are true: (A) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (B) you have never felt chest pain when engaging in physical activity; (C) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (D) you have never lost your balance because of dizziness and you have never lost consciousness; (E) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (F) your physician is not currently prescribing drugs for your blood pressure or heart condition; (G) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (H) you do not know of any other reason you should not exercise; or (ii) your physician has specifically approved of your use of the Service. If applicable, you further affirm that (i) you are not pregnant, breastfeeding or lactating; or (ii) your physician has specifically approved your use of the Service. Wellbeats reserves the right to refuse or cancel your membership if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.
    • By using the Service, you: (i) acknowledge and agree that you are voluntarily participating in fitness classes provided via the Service; (ii) hereby assume and accept any and all risks of injury, physical harm, or death; (iii) acknowledge and represent that you are physically sound and do not suffer from any illness, impairment, disease or other condition that would prevent you from participating in the fitness classes, performing any exercises, or using any equipment; (iv) you have consulted your physician or other health care provider prior to the use of the Services and were given clearance to participate in fitness classes like those offered by the Services; and (v) knowingly and voluntarily, on behalf of yourself and your heirs and assigns, forever waive, release, discharge and hold harmless Wellbeats and its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives, and each of their respective successors and assigns, individually and collectively, from any and all liability, damages, losses, suits, demands, causes of action (including, without limitation, negligence) or other claims of any nature whatsoever, including, without limitation, any losses for property damage, personal injury, or death, arising out of or relating in any way to your participation in the fitness classes provided via the Service.
  9. Professional Advice and Medical Disclaimer
    • THE SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD ON THE SERVICE. DO NOT USE THE SERVICE IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.
    • NOTHING STATED OR POSTED OR OTHERWISE AVAILABLE THROUGH THE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND WELLBEATS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE OR ITS SUITABILITY FOR YOU. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL INFORMATION THAT APPEARS ON THE SERVICE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL. THE USE OF INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK
  10. Disclaimer of Warranties
    • TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, WELLBEATS DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF WELLBEATS, ITS AFFILIATES OR SERVICE PROVIDERS, WELLBEATS’ CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE “WELLBEATS PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. WELLBEATS CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
    • You acknowledge that any information you obtain from another Member or instructor comes from those individuals, and not from Wellbeats, and that Wellbeats, to the fullest extent permitted by law, is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. To the fullest extent permitted by law, Wellbeats disclaims any such statements, claims, or representations and the same do not expand or otherwise modify the terms of these Terms. If you are dissatisfied with the Service, your sole and exclusive remedy is to discontinue accessing and using the Service.
  11. Limitation of Liability
    • TO THE FULLEST EXTENT PERMITTED BY LAW, EACH MEMBER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SERVICE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE. THE AGGREGATE LIABILITY OF THE WELLBEATS PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO WELLBEATS FOR THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE WELLBEATS PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF WELLBEATS OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE WELLBEATS PARTIES WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF OTHER MEMBER PURSUANT TO THE SERVICE.
    • YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
  12. Force Majeure.
    • Wellbeats will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Wellbeats’ reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Wellbeats in fulfilling its obligations hereunder.
  13. Indemnification and Release
    • To the fullest extent permitted by law, you will defend, indemnify and hold Wellbeats, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents, harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by you of these Terms or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Service; and (iii) any and all claims and actions against Wellbeats by other parties to whom you allow access to the Service.
    • To the fullest extent permitted by law, you further waive, release and forever discharge the Wellbeats Parties from any and all responsibility or liability for injuries or damages resulting from your Massages or any other service obtained through the use of the Service, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service.
    • We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
  14. Dispute Resolution
    • Generally. In the interest of resolving disputes between you and Wellbeats in the most expedient and cost-effective manner, you and Wellbeats agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, BY ENTERING INTO THESE TERMS, YOU AND WELLBEATS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND WELLBEATS.
    • Despite the provisions of the Section entitled “Generally” directly above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
    • Any arbitration between you and Wellbeats will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wellbeats. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    • Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail within the applicable statute of limitations period (“Notice”). Wellbeats’ address for Notice is: Wellbeats, Inc. 1660 South Hwy 100, Suite 590, St. Louis Park, MN 55416. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Wellbeats may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wellbeats must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Wellbeats will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Wellbeats in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
    • If you commence arbitration in accordance with these Terms, Wellbeats will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Minnesota, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Wellbeats for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    • No Class Actions. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, YOU AND WELLBEATS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 18). Further, unless both you and Wellbeats agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    • If the Section entitled “No Class Actions” is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly in Section 16 below will govern any action arising out of or related to these Terms or your use of the Service.
  15. Governing Law; Choice of Forum
    • The laws of the State of Minnesota, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
  16. Entire Agreement; Variation
    • These Terms set forth the entire agreement between Wellbeats and you with respect to the Service. These Terms supersede and govern all previous oral and written communications regarding these matters, all of which are merged into these Terms. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter these Terms. These Terms may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.
  17. Severability
    • If any provision of these Terms is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of these Terms will not be affected thereby.
  18. Relationship of Parties
    • Nothing herein will be deemed to create an employer-employee relationship between Wellbeats and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
  19. Waiver
    • No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
  20. Assignment
    • Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Wellbeats and any attempt to do so will be null and void. However, Wellbeats may assign or transfer these Terms at any time without your permission.