Well Dot, Inc. Terms of Service

Well Dot, Inc. (“Well") operates a web site located at www.well.co and mobile iOS and Android applications (collectively, the “Applications") to provide health and wellness engagement information (the “Service"). Well does not provide any healthcare services itself. “You” and “Your” means the healthcare consumer who has accessed the Applications in order to use the Service.

BY ACCESSING AND USING THESE APPLICATIONS, OR ANY PORTION OF THE SERVICE, YOU AGREE (A) TO BE BOUND BY THESE TERMS OF SERVICE (THE “TERMS”) AND ALL APPLICABLE LAWS AND REGULATIONS GOVERNING THESE APPLICATIONS AND (B) THAT WELL MAY, AT ANY TIME AND IN ITS SOLE DISCRETION, DISCONTINUE OR MODIFY THE APPLICATIONS OR SERVICE, INCLUDING ELIMINATING OR ADDING FUNCTIONALITY THAT MAY AFFECT OR ALTER YOUR EXPERIENCE USING THE APPLICATIONS OR SERVICE. CERTAIN FUNCTIONALITY OF THE APPLICATIONS OR SERVICE MAY REQUIRE YOUR EMPLOYER, HEALTH PLAN OR PROVIDER TO HAVE A RELATIONSHIP WITH WELL, AND IF THAT RELATIONSHIP DOES NOT EXIST OR IS TERMINATED, YOU MAY LOSE ACCESS TO CERTAIN FUNCTIONALITY OF THE APPLICATIONS OR SERVICE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THESE APPLICATIONS FOR ANY PURPOSE. WELL’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS, IF THESE TERMS ARE CONSIDERED AN OFFER BY WELL DOT; ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. Health Information

You understand and agree that any health information and other content appearing on the Service is for informational purposes only and that Well cannot guarantee the accuracy or completeness of such information and other content. The Service does not create a physician-patient or other treatment relationship between You and Well. IF YOU RELY ON ANY CONTENT FOUND ON THE SERVICE OR APPLICATION, YOU DO SO SOLELY AT YOUR OWN RISK. The Service is not meant to diagnose or treat any conditions or replace the advice of health care professionals. In addition, the information provided through the Service is not intended to advocate the use of one treatment, health care provider or drug over another – only Your medical professional can determine the right course of treatment for You and determine what is safe, appropriate and effective based on Your needs. We encourage You to independently confirm any content relevant to You with other sources, including a primary care physician or any other healthcare professional. You should see Your healthcare provider for any medical condition regarding suggested treatment and provider alternatives and consult Your physician before taking any drug or changing or stopping any course of treatment.

If at any time, You are concerned about Your care or the information provided through the Service, or You believe (or someone else advises You) that You have or suspect that You have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest open clinic or emergency room.

THE SERVICE IS NOT DESIGNED, INTENDED, OR APPROPRIATE TO ADDRESS SERIOUS, EMERGENCY, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.

If You do not know the answer or how to answer a question (or if You do not understand what is being asked) stop using the Service and immediately contact an available health care provider.

Information provided through the Service with respect to providers, such as physician or facility listings, are derived from listings of in-network providers furnished by Your health plan (or other third party providers) and are not intended to limit Your ability to select Your treatment provider. In addition, Well cannot guarantee whether a particular provider is accepting new patients or the accuracy of information contained in provider directories, including a particular provider’s network status, address or office hours.

2. Use of the Service

Well grants You permission to use the Service (including the Applications) for Your personal use. Your use of the Applications is further limited as follows:

  • You agree not to use the Service for unlawful purposes, and You agree to comply with all applicable laws, rules and regulations while using the Service. This includes not using the Service to post or transmit any threatening, harmful, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
  • You agree not to use the Service to disrespect or violate the privacy or views of others.
  • You agree not to use the Service to impersonate another person or supply false information about Yourself or another person.
  • You agree not to allow any other person or entity to use Your identification to post or view comments, or to otherwise access or use the Service.
  • You agree not to collect or use any information or other data available via the Service inappropriately.

You may not distribute, modify, copy (except as set forth in these Terms), reproduce, create derivative of, reverse engineer or otherwise attempt to derive the source code (or the underlying ideas, algorithms, structure or organization) from the Service (including the Applications) (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), display, reuse, publish, transfer, translate, sell, encumber, rent, timeshare, loan sublicense, transfer, distribute or otherwise use the Applications, except as specifically authorized in these Terms, without Well's written permission.

3. Children

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not collect or solicit personally identifiable information from children under 13; if You are under 13, please do not attempt to register for the Service or send any personal information about Yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If You believe that a child under 13 may have provided us personal information, please contact us at by: (a) sending an email to: legal@well.co, or (b) sending a letter via US Mail to: Well Dot, Inc., 128 E Franklin Street, Suite 240, Chapel Hill NC 27514.

4. User Representation

  • You represent and warrant that You are at least 18 years of age and possess the legal right and ability to agree to these Terms and to use the Service in accordance with these Terms.
  • You represent and warrant that any information You provide in using the Service or the Applications will be truthful, honest and complete, and will not contain any inaccuracies, including but not limited to any inaccuracies resulting from the omission of relevant information.
  • By completing a Well transaction You are consenting to truthfully completing questions to the best of Your knowledge and ability.

5. Registered Users

If You meet the eligibility requirements as established by Well, You may sign up to become a registered user of the Service provided through the Applications. Both a login identity or user name and a password shall be necessary to access the Service. The password provides vital security in preventing unauthorized access to Your user data, health information, confidential information, and account. You are responsible for selecting a secure password. You should never allow anyone to access Your account on Your behalf or give anyone Your password. You are responsible for keeping and maintaining the security of Your password. You also agree to promptly notify us of any unauthorized use of Your username, password or any other breach of security that You become aware of involve or relating to the Service. Well shall have no responsibility for unauthorized access to Your account or the information in that account that results from Your failure to keep secure Your password.

You may choose to invite a legal dependent over the age of 18 to create an account (such as a parent, spouse, family member or other legal dependent). By inviting this person to create an account, You confirm that this person meets the eligibility requirements to create an account.

6. Personal Information and Privacy Statement

Any information and data You may share with Well through Your use of the Applications, and the Service, including any personal information and any non-personal information collected by Well’s Applications and Service, is governed by these Terms and more generally, Well’s Privacy Policy (www.well.co/privacy) (the “Privacy Policy”). You grant us a royalty-free, irrevocable, and transferable right and license to use such information and data in accordance with the Privacy Policy. Well takes commercially reasonable measures to protect Your personal information from unauthorized access, alteration, or destruction; maintain data accuracy; and ensure the appropriate use of Your personal information. When we collect personal information directly from You and when You enter sensitive information on our forms, we encrypt the transmission of that information using secure socket layer technology (SSL) to encrypt transfer of data. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however.

7. Communicating with Well

The Applications may contain functionality for You to communicate with Well Health Guides. We cannot guarantee that Well Health Guides will always be available at times you attempt to contact them. Well will use commercially reasonable efforts to notify You of the hours during which Well Health Guides are typically available to communicate with You. Your access to any Well Health Guide will be immediately terminated if You breach these Terms of Service.

8. Coverage Information

Well may request from employers, health plans, or providers, eligibility, coverage, benefit, and related information on an individual’s behalf. Such requests do not include reviewing any prior authorization, referral, or medical necessity requirements. If Your employer, health plan or provider ceases to have a relationship with Well, then You may lose access to any information provided by such third parties.

9. Links to Third Party Sites

As a convenience to the Service’s users, Well may provide hypertext links to third party web sites. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Well of the third party, the third-party web site, or the information contained therein. You acknowledge and agree that Well is not responsible for the availability of any such website, and that Well does not endorse or warrant, and is not responsible or liable for, any such website, its content, its privacy policy or practices, or the acts or omissions of its operators.

10. Geographic Limitations on Use

Like most Internet web sites and mobile applications, these Applications are accessible worldwide. However, not all services are available to all persons or in all geographic locations. Well reserves the right to limit the provision of its Service to any person, geographic area, or jurisdiction and to limit the quantities of any Service that it provides. Any Service identified in the Applications is only available where Well, or any other entity offering the services in the Applications, is licensed or authorized to do business.

The Applications or Service are not intended for use outside the United States of America.

11. Intellectual Property

The Service, the Applications, and all information and/or content that You see, hear or otherwise experience in the Applications (collectively, “Content”) are protected by U.S. and international copyright, trademark and other laws, and belong to Well or its partners, affiliates, contributors or licensors. As between You and Well, Well owns and retains all rights, title, and interest, including all related Intellectual Property Rights (defined below), in the Applications Service, Content, and Analytics (as defined in the Privacy Policy), and, including, without limitation, any content, technology, templates, materials or software in or used to provide the Service or the Applications. These Terms do not transfer ownership of any kind in the Service, Applications, Content, Analytics or any related materials to You or any third Party. The name "Well", the Well logo, and the product names associated with the Applications and Service are trademarks of Well and no right or license is granted to use them. The use or misuse of the Content, except as provided in these Terms or in any additional terms and conditions applicable to specific areas of the Applications, is strictly prohibited.

You may use the Content solely for Your personal use. You may not resell or publish the Content, or otherwise make it publicly available. Any Content regarding physicians, physician practices, and the diagnosis and treatment of medical conditions may only be used in connection with seeking medical treatment.

From time to time, Well may solicit Feedback from You regarding Your experience using the Service. “Feedback” means all descriptions, assessments and suggestions related to the Service, including the Application, (such as with regard to problems functions, features, changes or improvements), and other data, results and information arising out of any testing, use or evaluation of the Applications and/or Service. Well owns and retains all rights, title and interests (including intellectual property and proprietary rights) in and to the Applications, Content, and Service (and underlying technology platform).

You grant to Well a royalty-free, perpetual, irrevocable, sublicensable and transferable license to use all Feedback and any other suggestions, ideas, enhancement requests, or recommendations provided by You, any Registered User or any other party relating to the Service. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights.

12. Disclaimer of Warranties

YOU UNDERSTAND THAT THE SERVICE, APPLICATIONS, OR OTHER CONTENT MAY BE EXPERIMENTAL OR PRELIMINARY AND ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OF ANY KIND. WELL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE APPLICATIONS, THE SERVICE AND THE CONTENT, OR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE INFORMATION OR SERVICE INCLUDED IN THE SERVICE AND/OR APPLICATIONS, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICERS OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. . WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED WEBSITE OR ANY LINKED LINK CONTAINED IN A LINKED WEBSITE EXCEPT TO THE EXTENT THAT SUCH WEBSITE OR LINK IS OWNED AND OPERATED BY WELL OR ITS AFFILIATE(S).

13. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL WELL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SERVICE, LOSS OF DATA, INTERRUPTION OR LOSS OF USE OF ANY EQUIPMENT, MENTAL ANGUISH, EMOTIONAL DISTRESS, OR INVASION OF PRIVACY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE APPLICATIONS, THE SERVICE, OR THE CONTENT, EVEN IF WELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

WELL IS NOT LIABLE TO ANY USER OR PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION OR CONTENT DISPLAYED OR PROVIDED IN THESE APPLICATIONS. WELL IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A PROVIDER SELECTED IN THE APPLICATIONS.

WELL IS NOT LIABLE TO ANY USER OR PERSON FOR THEIR USE OF ANY PRODUCTS OR SERVICES (SUCH AS A REWARDS PROGRAM OR OTHERWISE) SOLD OR PROVIDED BY THIRD PARTY PARTIES WITH WHICH WE ARE AFFILIATED. YOUR USE OF SUCH PRODUCTS OR SERVICE IS GOVERNED BY THE TERMS OF SUCH THIRD PARTY AFFILIATES.

EXCEPT WHERE LAW PROVIDES OTHERWISE, WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF OUTSIDE VENDORS OR INFORMATION PROVIDERS, OR FOR PERFORMANCE (OR NON-PERFORMANCE) WITHIN OUTSIDE NETWORKS OR INTERCONNECTION POINTS BETWEEN OUR SERVICE AND OTHER NETWORKS AND/OR WEBSITES THAT ARE OPERATED BY THIRD PARTIES. WE ALSO MAKE NO REPRESENTATION REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH OUR SERVICE, AND YOU AGREE AND ACKNOWLEDGE THAT AT TIMES YOUR ABILITY TO ACCESS OUR SERVICE MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ANY ACTION WE CONSIDER APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT THEY WILL NOT OCCUR, AND ACCORDINGLY WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, WELL’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED THE GREATER OF (A) FIFTY DOLLARS OR (B) THE FEES PAID TO US DIRECTLY BY YOU HEREUNDER (IF ANY) IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.

14. Breach and Remedies

If You are dissatisfied with the applications, the Service, the Content, or the Terms, Your sole and exclusive remedy is to discontinue using the Applications and Service. Without limiting any other rights and remedies available to us, we reserve the right in our sole discretion and without prior notice, to end Your access to our Service or the Applications or block Your future access to the Service or Applications for any reason. These remedies are in addition to any other remedies we may have at law or in equity.

15. General Provisions

Entire Agreement. Together with the additional terms and conditions applicable to specific areas of the Applications or to particular transactions, these Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.

Choice of Law and Venue. Any and all disputes relating to these Terms of Use, Your use of the Applications, the Service, or the Content (collectively, “Disputes") are governed by, and will be interpreted in accordance with, the laws of the State of North Carolina, without regard to any conflict of laws provisions. Any Dispute will be venued in a state or federal court situated in the State of North Carolina, and You hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. If You access these Applications from outside the United States, You assume all risks and You are solely responsible for compliance with Your jurisdiction's laws and requirements.

Severability. If any provision of these Terms are determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in force. A waiver of any of the Terms is not to be interpreted as a further or continuing waiver of that or any other term or condition.

Assignment. These Terms and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, Well may subcontract performance of all or any part of the Service or assign these Terms (and all of its rights and obligations hereunder) to any successor to all or substantially all of its business which concerns these Terms (whether by sale of assets or equity, merger, consolidation, reorganization or otherwise). These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

General Contact Information. If You have any questions about these Terms of Use, the Site, the Service, or the Content, You may contact us by: (a) sending an email to: legal@well.co, or (b) sending a letter via US Mail to: Well Dot, Inc., 128 E Franklin Street, Suite 240, Chapel Hill NC 27514.

16. Terms Specific to Mobile Applications

You acknowledge and agree that the availability of our Applications is dependent on the third party stores from which you download the application, e.g., the App Store from Apple, Inc. (“Apple”) or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below in Section 17 (Apple Terms). You agree to comply with, and Your license to use our Applications is conditioned upon Your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

17. Apple Terms

These Terms apply to Your use of all the Service, including the iPhone, iPad Touch, and iPad applications available via the Apple App Store (the “iOS Application”), but the following additional terms also apply to the iOS Application:

(a) Both You and Well acknowledge that the Terms are between You and Well only, and not with Apple, and that Apple is not responsible for the iOS Application or any content You view or access through the iOS Application;

(b) The iOS Application is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for Your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Service;

(c) You will only use the iOS Application in connection with an Apple device that You own or control;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Application;

(e) In the event of any failure of the iOS Application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the iOS Application;

(f) You acknowledge and agree that Well, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the iOS Application;

(g) You acknowledge and agree that, in the event of any third party claim that the iOS Application or Your possession and use of the iOS Application infringes that third party’s intellectual property rights, Well, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

(h) You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;

(i) Both You and Well acknowledge and agree that, in Your use of the Application, You will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

(j) Both You and Well acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as the third party beneficiary hereof.

18. Changes to Terms of Service

We reserve the right to change the Terms at any time, but if we do, we will bring it to Your attention by placing a notice on the www.well.co website, by sending You an email, and/or by some other means. If You don’t agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Service. If You use the Service in any way after a change to the Terms is effective, that means You agree to all of the changes.

Last Revised: August 1, 2019