Client Terms of Service

Effective Date: October 10, 2019
Last Updated: October 31, 2019

1. Introduction

These Terms of Service for Clients (the “Terms”) govern your access to and use of the Badalabs Inc. (“WeWell”, “we”, “our”, or “us”) website (“Site”) and related services (“Services” and both the “Site” and “Services” will be collectively referred to as “Offerings”) and are between you and WeWell only, so please carefully read them before using the Offerings. Our Offerings connect clients (“Client” or “Clients”) to third party practitioners in the health services industry who are not affiliated with WeWell (“Therapist or “Therapists”) and allow Clients to use our Offerings to book appointments with Therapists. Should you have any questions about these Terms, please contact us at hello@wewell.com.

The Offerings are not intended for use by children under the age of 18 years of age. By using the Offerings or by clicking the appropriate acceptance button, you are agreeing that you are at least 18 years old and that you are agreeing to these Terms and our Privacy Policy. That being said, parents or guardians may accept these Terms and our Privacy Policy and create an account with us in order to make appointments for children under 18 years of age. Parents and guardians should inform WeWell by emailing hello@wewell.com when making an appointment with a Therapist that the appointment is for his or her child and the age of the child and the parent or legal guardian must be present when the Therapist provides the Therapist Services. Accordingly, “you” and “your” will refer to you and/or one of your parents or your legal guardian, as applicable.

You may use the Offerings as a Client only in compliance with these Terms. If you also access or use the Offerings as a Therapist, then by doing so you agree that the WeWell Terms of Service for Therapists apply to you in that context. You may use the Offerings only if you have the power to form a contract with WeWell and are not barred under any applicable laws from doing so. We may update or upgrade the Offerings over time as we refine and add more features. You understand that we are not obligated to provide you or make available any updates or upgrades to the Offerings. We may stop, suspend, or modify the Offerings at any time without prior notice to you. We may also remove any features and content from our Offerings at our discretion. We will provide to you standard WeWell basic email support services from 9am PST to 5pm PST Monday to Friday (except where any such days occur on any provincial or federal statutory holiday observed in Canada) at no additional charge, and/or upgraded support if commercially available and purchased separately from us.

2. Your Content and Therapist Content

When you sign up as a Client to use our Offerings and when you use the Offerings as a Client, you provide us with information that may include: your name, date of birth, email address, password, address, availability, appointments, special instructions, online payment information, ratings, data, text, and other content and materials (collectively, “Your Content”). You are solely responsible for your conduct and Your Content while using the Offerings and if Your Content is lost or unrecoverable through your use of the Offerings. Any personal information you disclose about yourself through the Offerings is maintained in accordance with the Privacy Policy and we will use commercially reasonable efforts to protect Your Content. Except for your password and select payment information, Your Content will be accessible to Therapists through the Offerings. By using the Offerings or providing personal information (as defined in the Privacy Policy) to us, you agree that we may communicate with you electronically regarding the Offerings and security, privacy, and administrative issues relating to your use of the Offerings. We may attempt to communicate with you electronically by posting a notice on the Website or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at hello@wewell.com.

If you wish to remove yourself from any emails we send, please email us with an “OPT-OUT”, “UNSUBSCRIBE”, “STOP” or “REMOVE” in the subject line.

You hereby grant us a perpetual, irrevocable, transferable, sublicensable, non-exclusive, worldwide, royalty-free license to copy, display, distribute, modify, create derivative works, or otherwise use Your Content for the purpose of providing the Offerings. You agree to waive any applicable moral rights you may have in Your Content for the purposes of the Offerings.

You agree that from time to time, we may or we may select a third party to conduct a periodic audit on the accuracy and completeness of Your Content, and whether you are in compliance with the requirements of these Terms.

When Therapists sign up and use our Offerings, they may provide us with a copy of a government issued photo identification, evidence that the Therapist is registered and in good standing with the applicable governing or licensing body or standard to be a therapist, a copy of the Therapist’s certificate of insurance for the required insurance to be a therapist and provide healthcare services (“Therapist Services”), online payment account information, information to help create the Therapist’s profile on the Offerings (for example, the Therapist’s name, email address, photo of the Therapist, a description of Therapist Services, the Therapist’s address, the radius for which the Therapist is willing to travel to provide Therapist Services, Therapist appointment availability, and special instructions for Clients), notes in relation to appointments with Clients, data, text, and other content and materials (collectively, “Therapist Content”). When you use our Offerings, you will have access to certain Therapist Content if a Therapist consents to us sharing the Therapist Content with you. WeWell makes no guarantees, representations or warranties, whether express or implied, that the information provided by any Therapist is up to date or accurate and WeWell is not responsible for ensuring the accuracy of any information on a Therapist’s Content. You are responsible for ensuring that the Therapist information on which you rely, such as their professional credentials, is accurate and up-to-date during your correspondence or visit with the Therapist.

You acknowledge that we have no obligation to monitor Your Content, Therapist Content, or any information or content on the Offerings, however, we may do so for the purpose of improving or enhancing the Offerings. We are not responsible for the accuracy, completeness, appropriateness, or legality of Your Content, the Therapist Content, or any other information or content you may be able to access using the Offerings.

3. No Doctor-Patient Relationship

You understand that certain information that is provided to you through the Offerings in any way shape or form may be provided by service providers in the medical profession, which does not create a doctor-patient relationship or other medical-patient relationship (or other variations of this type of relationship) between you and WeWell. In addition, such information or correspondence between you and the Therapist does not constitute the receipt of a medical opinion, advice or diagnosis. WeWell does not have a special or medical relationship with you, and does not have a fiduciary duty to any person using the Offerings as a Patient. WeWell has no control over, and no duty to monitor, the way in which you use the Offerings, what information you access and the consequences of the information may have on you or others. WeWell is unable to guarantee, and has no control over, the professional qualifications of the Therapist, expertise, quality of advice and Therapist Services, or any other information made accessible through the Offerings, whether on the Site or provided directly by a Therapist.

4. No Medical or Health Advice

Any medical or health-related information you receive by using the Offerings is solely for informational, scheduling and payment purposes. If you submit a medical or health related question to WeWell, answers are (a) provided by independent third party Therapists, and (b) for informational purposes only. WeWell does allow you to store certain parts of your health information (such as your medical history, or data from wearable wellness data monitoring devices) on the Offerings. WeWell does not endorse any Therapist or any product, medication, information that is made available to you by using the Offerings. WeWell does not guarantee the appropriateness or effectiveness of Therapist Services that are provided to you by a Therapist. WeWell is not responsible for, and bears no liability with respect to, any medical or non-medical information provided by a Therapist or other professional.

5. Booking Services

You can use the Offerings to discover the availability of a Therapist and to book appointments for Therapist Services. If you are more than 15 minutes late for an appointment, do not attend an appointment, or cancel a scheduled appointment with a Therapist with less than 24 hours’ notice, you will still be charged the full fee of the appointment which will trigger the processing of payment for the unattended appointment. WeWell will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom. We reserve the right, in our sole discretion, to cancel an appointment made via the Offerings. While we cannot control Therapists ability to be on time for appointments or to attend scheduled appointments, we do want to hear from you when Therapists are late for appointments or do not attend scheduled appointments. If a Therapist is late for an appointment, you must allow a minimum of 15 minutes before notifying us about a missed appointment by a Therapist. We have no liability for therapists being late for appointments, not attending scheduled appointments, or canceling appointments.

6. Payment

After the completion of the Therapist Services to you by a Therapist and regardless of whether or not you dispute the amount of the fees or the quality or nature of the Therapist Services provided, WeWell will bill you in the payment method you have previously provided to us. You will be charged with the fees you acknowledged when you booked the service. You acknowledge that the Therapist Services may not be a covered under your benefit plan or any health insurance plan (whether government-sponsored or private). You acknowledge and agree that WeWell will not file any claims with your insurance benefit plan or any other third party medical benefits program. WeWell acts as a payment collection agent and uses a payment processor to facilitate payment for your appointments. In the case of any errors during a payment to WeWell for Therapist Services, you will need to contact your bank, credit card institution or other company responsible for the payment to resolve the issue. *Payment processing services for you on our Offerings is provided by Wave and are subject to the Wave Connected Account Agreement, which includes the Wave Terms of Service (collectively, the “Wave Services Agreement”). By agreeing to these Terms or continuing to use the Offerings, you agree to be bound by the Wave Services Agreement, as the same may be modified by Wave from time to time. As a condition of our enabling payment processing services through Wave, you agree to provide us with accurate and complete information about you, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Wave.

At its own discretion, WeWell may at a later time introduce a fee for the use of a portion or all of the Offerings. In such case, you will have an opportunity to decide whether you would like to continue using the Offerings or if you would like to terminate your use of the Offerings.

Payments due before the termination of these Terms will still be payable by you at the time of such termination.

7. Taxes

The determination of the amount of tax, if any, that will be charged to you is the sole responsibility of the Therapist and we will not be liable for any errors in the amount of tax charged to Clients. We will collect taxes, if any, as a payment collection agent from you and remit these funds to the Therapists. Therapists are legally required to remit the tax, if any, to applicable governments.

8. Refund Policy

You agree that you may cancel appointments with a Therapist without charge if you notify the Therapist via the Offerings of the cancellation more than one (1) business day (a full 24 hours of a business day (“business days” are Monday to Sunday) in advance of the appointment. If you cancel an appointment within one (1) business day of the appointment or are late for or do not attend an appointment, you will be charged the full amount of fees for the Therapist Services.

9. WeWell Property and Feedback

Subject to these Terms and any additional terms and conditions you may agree to with us, we hereby grant you a limited, revocable, non-transferable, and non-exclusive right to access and use the Offerings in accordance with these Terms. This right does not permit you, and you agree not to: import, store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials (as defined below) and Offerings or otherwise distribute in any way the Materials and Offerings other than as specifically permitted in these Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials and Offerings, create derivative works based on or in any manner commercially exploit the Materials and Offerings, in whole or in part, other than as expressly permitted in these Terms. Any use of the Materials and Offerings for any purpose other than as specifically permitted herein or without our prior written consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in these Terms.

These Terms do not grant you any title or interest in the Offerings. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in the Offerings without any obligation to you and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such feedback as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

10. Intellectual Property Rights

All material, functionality, services, not owned by us or by other parties that have not licensed their material or provided services to us and used in the Offerings (“Third Party Materials”) may be protected by intellectual property rights of others. Please do not share Third Party Materials, Your Content, and any other information you obtain through your use of the Offerings unless you have the right to do so. You, not WeWell, will be fully responsible and liable for what you share, access, analyze, copy, download, or otherwise use while using the Offerings.

All material and services available on and through the Offerings, and provided by or through us, our affiliates, subsidiaries, employees, agents, third party providers, licensors, or other commercial partners including, but not limited to, informational text, software and software documentation, design of and “look and feel,” layout, images, photographs, graphics, audio, video, messages, design and functions, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. You do not acquire any intellectual property rights in or relating to the Materials and the Offerings. All our trademarks and service marks, logos, slogans and taglines are the property of WeWell. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Offerings without our express written permission, or the express written permission of the third-party that owns the trademark, service mark, logo, slogan or tagline.

11. Your Responsibilities

In order to make payment to WeWell, you need an online payment account supported by us and to provide us the relevant information permitting us to receive payments from you.

All material, functionality, services, not owned by us or by other parties that have not licensed their material or provided services to us and used in the Offerings (“Third Party Materials”) may be protected by intellectual property rights of others. Please do not share Third Party Materials, Your Content, and Therapist Contest unless you have the right to do so. You, not WeWell, will be fully responsible and liable for what you share, access, analyze, copy, download, or otherwise use while using the Offerings. You must not import or upload spyware or any other malicious software to the Offerings.

You, and not WeWell, are responsible for maintaining and protecting all of Your Content and Therapist Content. WeWell will not be liable for any loss or corruption of Your Content and Therapist Content or for any costs or expenses associated with backing up or restoring any of Your Content and Therapist Content.

You are responsible to be on-time for scheduled appointments. You are solely responsible for your conduct with Therapists and other Clients who access and use the Offerings. You agree that WeWell is not responsible or liable for the conduct of any Therapist or Client. You acknowledge we do not screen Clients who use the Offerings and have no control over the actions or omissions of other Clients. In no event shall we be liable to you or anyone else for the conduct of any Therapist or Client and any action or failure to act by a Client or Therapist, a decision made or action taken by you in reliance on any information obtained or received through the Offerings from a Client or Therapist or any other user or participant in the Offerings. We reserve the right to monitor or become involved in disputes between you and Therapists and/or other Clients.

12. Account Security

You are responsible for safeguarding the password that you enter to access and use the Offerings and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of anything to WeWell, it is your responsibility to use a secure encrypted connection to communicate with us and the Offerings.

13. Term

The term of these Terms will commence on the date you agree to these Terms, or if earlier, when you use any of the Offerings and will continue until either you or us terminates the Terms.

14. WeWell Acceptable Use Policy

You agree not to misuse the Offerings, Your Content, Materials, and Third Party Materials.

For example, you must not, and must not attempt to, use the Offerings, Your Content, Materials, and Third Party Materials to do the following things:

  • Modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials;
  • Reverse engineer, disassemble, or decompile the Offerings, Materials, and Third Party Materials or apply any other process or procedure to derive the source code of the Offerings, Materials, Third Party Materials, and any software included in the Offerings;
  • Access or use the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials in a way intended to avoid incurring fees;
  • Resell or sublicense the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials;
  • Probe, scan, or test the vulnerability of any system or network;
  • Breach or otherwise circumvent any security or authentication measures;
  • Access, tamper with, or use non-public areas or shared areas you have not been invited to of the Offerings, Your Content, Therapist Content, Materials, Third Party Materials, and WeWell (or our third party providers’) computer systems;
  • Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials;
  • Plant malware or otherwise use the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials to distribute malware;
  • Access or search the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials by any means other than our publicly supported interfaces (for example, you agree that you will not utilize “scraping” technology to access or search the Offerings, Your Content, Therapist Content, Materials, and Third Party Materials);
  • Send unsolicited communications, promotions or advertisements, or spam;
  • Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • Publish or share anything that is deceptive, fraudulent, misleading, or infringes another’s rights or intellectual property, or otherwise infringe or misappropriate the intellectual property rights of another;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Discriminate, harass, or abuse;
  • Share anything or make inappropriate requests that are pornographic, indecent, obscene, sexual or sexually suggestive, offensive, threatening, or that advocate bigotry, religious, racial or ethnic hatred; and
  • Violate the law in any way, or to violate the privacy of others, or to defame others.

15. Termination

Though we would much rather you stay, you can stop using our Offerings and we can terminate the Terms and your access and use of the Offerings at any time, without penalty, with or without cause, and with or without notice. We reserve the right to modify, suspend, or end all or any part of the Offerings at any time, without penalty, with or without cause, and with or without notice. Upon termination of the Terms, you agree to cease accessing and using the Offerings.

16. WeWell is Available “AS-IS”

Though we want to provide great offerings and we use a hosting service provider which runs and provides our storage space for our offerings, there are certain things about the offerings we can’t promise. For example, the offerings, your content, therapist content, materials, and third party materials are provided “as is”, “as available”, at your own risk, without express or implied warranty or condition of any kind. You are solely responsible for the accuracy and appropriateness of your content. We will not be held responsible for inaccurate information and any potential damages caused by such inaccuracies. We also disclaim any warranties of merchantability, fitness for a particular purpose or non-infringement. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the offerings, your content, therapist content, materials, or third party materials. Some jurisdictions do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Neither WeWell nor any third party providers, partners, or affiliates warrant that the offerings, your content, therapist content, materials, third party materials, or any communications sent to or from the offerings or us are free of viruses or other harmful components.

17. Exclusive Remedy

In the event of any problem with the offerings, your content, therapist content, materials, or third party materials, you agree that your sole and exclusive remedy is to cease using the offerings, your content, therapist content, materials, or third party materials. Under no circumstances shall WeWell, its affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives be liable in any way for your access and use of the offerings, your content, therapist content, materials, or third party materials, available on or through the offerings, including, but not limited to, any errors or omissions, any infringement of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of, or related to, the use of the offerings, your content, therapist content, materials, or third party materials available on or through the offerings. Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

18. Indemnification

You shall indemnify, hold harmless, and defend WeWell, our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives (collectively “Indemnified Parties” and each an “Indemnified Party”) from all liability, loss, claim, damages, expense, or costs (including but not limited to lawyers’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your access and use (or the access and use by anyone through your account) of the Offerings, Materials, or Third Party Materials; (ii) Your Content; (iii) your interaction with any Therapist or other Clients; and (iv) any breach or violation of these Terms by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

19. Limitation of Liability

We and our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives are not liable to you or any other person for damages of any kind, including without limitation any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with access and use of the offerings, your content, therapist content, materials, and third party materials available on or through the offerings, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if we have been advised of the possibility of such damages. You hereby release us and our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, and representatives and hold us and our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, direct, actual, indirect, special, incidental, and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the offerings, your content, therapist content, materials, and third party materials available on or through the offerings. You hereby waive the provisions of any jurisdiction or local law limiting or prohibiting a general release. In any case, our and our affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, contractors, and representatives aggregate liability under these terms will be limited to 5% of the fees you actually pay us under these terms in the 3 months preceding the claim.

20. Modifications

We may revise these Terms from time to time and by providing you with reasonable notice of the change either electronically or by posting notice of the change on the Site and by indicating your acceptance to the amended Terms of Service by clicking on the appropriate button, you accept the new Terms of Service. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change. The most current version of the Terms of Service will always be posted on the Site.  If you have an account with us, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed these Terms. As you know, sometimes there are issues with email communication.  We are not responsible if any email notice gets caught by your email filters and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. If you do not agree to the new Terms of Service, please stop accessing and using the Offerings.

We may also, in the future, offer updates, upgrades, or services through the Offerings. Any new updates, upgrades, or services will be subject to these Terms and any additional terms that accompany such new updates, upgrades, or services.

21. Miscellaneous Legal Terms

These Terms shall be governed by and construed under the laws of the Province of British Columbia, Canada. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the Province of British Columbia, Canada. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to these Terms and agree that any proceeding must be brought in and remain in the courts located in the City of Vancouver, British Columbia. These Terms constitute the entire and exclusive agreement between you and WeWell with respect to the Offerings, and supersede and replace any other agreements, terms and conditions applicable to the Offerings. These Terms create no third party beneficiary rights. WeWell’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Terms will remain in full effect. You may not assign any of your rights in these Terms, and any such attempt is void, but WeWell may assign its rights to any of its affiliates or subsidiaries, or as part of a sale of all or part of the business or undertaking of WeWell. A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Notwithstanding the termination or expiration of these Terms for any reason, Sections 2 to 21 of these Terms shall survive any such termination or expiration.