Practitioner Terms of Service

Effective Date: October 10, 2019
Last Updated: November 3, 2019

1. Introduction

These WeWell Terms of Service for practitioners (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 allow you, a practitioner in the health services industry (“practitioner or “practitioners”), to promote, market, and sell your services (“Your Services”) to individuals who access and/or use our Offerings (“Clients”) to book appointments with practitioners. Should you have any questions about these Terms, please contact us at hello@wewell.com.

By using the Offerings to promote, market, and sell Your Services or by clicking the appropriate acceptance button, you are indicating you are agreeing to these Terms and our Privacy Policy. If you are agreeing to the Terms on behalf of an organization, you are agreeing to these Terms for the organization and promising that you have the authority to bind the organization to these Terms. Accordingly, “you” and “your” will refer to you, or the organization, if applicable.

You may use the Offerings as a practitioner only in compliance with these Terms. If you also access or use the Offerings as a Client, then by doing so you agree that the WeWell Terms of Service for Clients 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 the Province of British Columbia, Canada) at no additional charge, and/or upgraded support if commercially available and purchased separately from us.

2. Your Content and Client Content

When you sign up as a practitioner to use our Offerings and when you use the Offerings as a practitioner, you provide us with information that may include: your Profile (as defined below), a copy of a government issued photo identification, evidence that you are registered and in good standing with the applicable governing or licensing body or standard to be a practitioner, a copy of your certificate of insurance for the required insurance to be a practitioner and provide Your Services, your business name, if applicable, for billing purposes, online payment account information, information to help create your Profile, notes in relation to appointments with Clients, 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.

You must create a profile that includes your personal name (not your business name), email address, photo of yourself, a description of Your Services, your address, the radius for which you are willing to travel to provide Your Services, and your appointment availability that you can edit as needed (collectively, your “Profile”) and keep it accurate and up-to-date at all times. You agree: (i) that your Profile must only contain content about you as an individual practitioner and not content about a group of practitioners or a business. Your Profile will be accessible to Clients and other practitioners through the Offerings.

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. You also acknowledge that Clients may post ratings of you, Your Content, and Your Services, and you agree that you will not contest such ratings.

When Clients sign up and use our Offerings, they may provide us with their name, date of birth, email address, password, profile, address, availability, appointments, special instructions, payment and other information, ratings, data, text, and other content and materials (collectively, “Client Content”). When you use our Offerings, you will have access to certain Client Content if a Client consents to us sharing the Client Content with you.

Any personal information you disclose about yourself through the Offerings is maintained in accordance with the Privacy Policy which is incorporated into these Terms by reference and we will use commercially reasonable efforts to protect Your Content. Your Profile will be accessible to other practitioners and Clients 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@wewelll.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 acknowledge and agree that the Clients may use our Offerings from time to time which may result in the Client Content continually changing. You acknowledge that we have no obligation to monitor the Your Content, Client 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 Client Content, or any other information or content you may be able to access using the Offerings.

3. Your Responsibilities

You are governed by a licensing or similar body or standard and agree that you must at all times during the Term be a member in good standing with such body. If requested by us, you will within seven (7) days of such request provide to us a copy of evidence that you are in good standing with such body.

During the Term (as defined below), you agree: (i) to maintain adequate and a commercially reasonable amount of insurance coverage (including for malpractice insurance) for Your Services; (ii) to provide us a copy of your certificate of insurance within three (3) days of a request from us; and (iii) you are not an insured or third party beneficiary under our insurance policy.

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

You are responsible to supply and bring to all appointments any equipment you need to provide Your Services to Clients. It is also your responsibility to maintain this equipment. WeWell is not responsible for any theft or loss of such equipment.

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 Client Content unless you have the right to do so. You, not WeWell, will be fully responsible and liable for what you share, access, analyse, 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 the Client Content. WeWell will not be liable for any loss or corruption of Your Content and the Client Content or for any costs or expenses associated with backing up or restoring any of Your Content and the Client Content.

If your contact information, or other information related to Your Content, changes, you must notify us promptly and keep Your Content current. The Offerings are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are 18 years of age or older. That being said, parents or guardians may create an account with us in order to make appointments for children under 18 years of age. Parents and guardians should include a note when making an appointment that the appointment is for his or her child and the age of the child.

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

Any practitioners providing needling or acupuncture is required to adhere to college standards for infection control, hand washing, disposal of sharps, reprocessing of equipment, etc.

4. 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.

5. WeWell Property and Feedback

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.

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 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. Without limiting the foregoing, you will not view, access, and use the Offerings to learn the prices, availability, or other information of your competitors who use the Offerings or establish or attempt to establish any agreement of the prices charged for any service. We reserve all rights not expressly granted in these Terms.

These Terms do not grant you any title or interest in the Offerings, Client Content, Materials, and Third Party Materials. 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.

6. WeWell Acceptable Use Policy

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

For example, you must not, and must not attempt to, use the Offerings, Your Content, Client 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, Client 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, Client Content, Materials, and Third Party Materials in a way intended to avoid incurring fees;Resell or sublicense the Offerings, Your Content, Client 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, Client 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, Client Content, Materials, and Third Party Materials;Plant malware or otherwise use the Offerings, Your Content, Client Content, Materials, and Third Party Materials to distribute malware; Access or search the Offerings, Your Content, Client 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, Client 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;Refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age, or any other characteristic protected under applicable provincial, state, or federal law;Share anything or make inappropriate requests that are pornographic or indecent, obscene, 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.

7. Appointments

Clients use the offerings to discover your availability and book appointments for your services. While we cannot control clients ability to be on time for appointments or to attend scheduled appointments, we do want to hear from you when clients are late for appointments or do not attend scheduled appointments. If a client is late for an appointment, you must allow a minimum of 15 minutes before notifying us about a missed appointment by a client which will trigger the processing of payment for the unattended appointment. We have no liability for clients being late for appointments, not attending scheduled appointments, or cancelling appointments. If you are late for an appointment, do not attend an appointment, or cancel a scheduled appointment with a client, we may impose consequences and remedies, including (I) posting a notice or review on your profile indicating that you were late for an appointment, did not attend an appointment, or cancelled a scheduled appointment; or (ii) keeping the calendar in your profile unavailable or blocking dates and times around the late, unattended, or cancelled appointment until we hear from you, understand the circumstances, and believe the circumstances are resolved and iii) impose a cancellation fee that amounts to the full treatment fee. You will be notified when such a cancellation fee will be applied. We reserve the right, in our sole discretion, to cancel an appointment made via the offerings.

8. 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 (“Term”).

9. Fees

After the Beta Phase, there will be a ten dollar (CAD) per month subscription fee to sign up as a practitioner and to use the Offerings. We reserve the right on 30 days’ notice to you to introduce a change on the subscription fee to use of the Offerings. If we introduce such charges, we shall notify you in advance. You can elect to continue using the Offerings or terminate your use of the Offerings. During the Term, you will pay us transaction fees (“Fees”) that are a percentage of the amounts that you charge for providing Your Services to Clients who book their appointments (or otherwise connect with you) by means of the Offerings. The percentage of Fees that you will pay us will be set out on the Site. For such Clients, you agree that all appointments and charges of fees will be processed through the Offerings. We will provide notice to you of the amount of the Fees, including any changes to the Fees from time to time. We may change the amount of the sign-up fee, Offerings usage fee, and the Fees at any time (and from time to time) on 30 days’ written notice.

You agree that for appointments in which you provide Your Services, you will enter notes and save these notes after each appointment which will then trigger a third party to charge your Client’s method of payment that is permitted by the Offerings and the Client will be notified of the payment. We will pay you one bi-weekly pay periods in arrears via your online payment account. More specifically, each pay period is two (2) week long starting on Mondays and ending on Sundays. On the Sunday after each bi-weekly pay period (that is, fourteen (14) days after each bi-weekly pay period), the Offerings will create a corresponding invoice from you or your business to WeWell showing your portion of the Services Fees (that is, the Services Fees (as defined in Section 10 below) paid by your Clients less the amount of our Fees and the amount of relevant tax on our Fees) that we owe you. We will pay your portion of the Services Fees after retaining the Fees and relevant tax amount on the Fees fifteen (15) days after the end of each weekly pay period. Most banks will post received funds on the same day as they are received, but on occasion, banks may take two to three (2-3) additional days to post funds so your portion of the Services Fees may not deposited into your account immediately. As an example, if the bi-weekly pay period is Saturday, April 25th, 2020 to Friday, May 15th, 2020, WeWell will send you an invoice for that bi-weekly pay period on Sunday, May 17th, 2020, and we will pay you your portion of the Services Fees (after retaining the Fees and relevant tax amount on the Fees for Services Fees) we collected as your payment collection agent between the dates of Saturday, April 25th, 2020 to Friday, May 15th, 2020 (inclusive) on Monday, May 18th, 2020 and the funds will appear in your bank account on Monday, May 18th, 2020 or within two to three (2-3) days of Monday, May 18th, 2020 depending on when the bank posts the funds. The invoices generated by the Offerings will be available to you through the Offerings. You agree to receive your portion of the Services Fees less the Fees payable to us and applicable taxes on the Fees.

10. Appointment of Payment Collection Agent

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. You hereby appoint us as your payment collection agent solely for the purpose of accepting the fees for the provision of Your Services to Clients booked through the Offerings (“Services Fees”). You agree that payments made by Clients through the Offerings, including through a payment processor used by us to facilitate payment, shall be considered the same as payment made directly to you and you will make Your Services available to Clients in the agreed-upon manner as if you had received the Services Fees directly. You agree that we may permit Clients to cancel appointments without charge if they notify you 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 except for those days that are provincial or federal statutory holidays in the Province of British Columbia)) in advance of the appointment. Clients who cancel appointments less than 24 hours in advance of the appointment or do not attend an appointment, will be charged the full amount of the Services Fees. You understand that we accept payments from Clients only as your payment collection agent and that our obligation to pay you is subject to and conditional upon receipt of the Services Fees from Clients. We do not guarantee payments to you for Services Fees we do not receive from Clients. In accepting appointment as your payment collection agent, we assume no liability for any acts or omissions by you.

11. Subcontracting of Practitioner Services

WeWell will act as an agent on behalf of the practitioners using the offerings and may enter into agreement with third parties (individuals or companies) to sell your services as a subcontractor for those third parties. WeWell will act on your behalf to bill the third party directly for your services at the fee schedule agreed upon by WeWell and the third party practitioners will retain the same amount of money per appointment as they would had they provided their services to any other client on the offerings. The client will be billed directly by the third party for an amount agreed upon between the third party and client. WeWell will charge a commission for its role as the agent of these transactions in an amount that does not exceed our usual commission, and allows the practitioner to retain their customary fee for the appointments delivered. When subcontracting services on behalf of practitioners, WeWell will act as the billing agent for all parties involved.

12. Non-Solicitation

You understand that WeWell spends significant resources acquiring new clients, and with this in mind, agree that during your time working with WeWell and for a period of twelve (12) months after such relationship ends, you will not, directly or indirectly, whether on your own behalf or on behalf of any other person or entity, provide services to any clients introduced to you by WeWell, one of its partners or subsidiaries outside of the WeWell platform. If you are found to have done this, you understand that you will be charged $1000, which will be applied to the credit card you have on file with WeWell. You also understand that your WeWell account will be deactivated. You agree that from time to time, we may or we may select a third party to conduct a periodic audit and check whether you are in compliance with the requirements of the above Terms and you agree that you will not contest such periodic audits or checks. You also acknowledge that Clients may report such behaviour.

13. Taxes

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

14. 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.

15. 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, client 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, client 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, client content, materials, third party materials, or any communications sent to or from the offerings or us are free of viruses or other harmful components.

16. Exclusive Remedy

In the event of any problem with the offerings, your content, client content, materials, or third party materials, you agree that your sole and exclusive remedy is to cease using the offerings, your content, client 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, client 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, client 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.

17. Indemnification

You shall indemnify, hold harmless, and defend us, 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 and against any and 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 and the Client Data; (iii) the appointments, uses, or provision of Your Services; (iv) your interaction with any Client; (v) any tax you are legally required to pay to applicable governments; and (vi) 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.

18. 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, client content, your 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, client content, your 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.

19. No Exclusivity

You acknowledge that we make our Offerings available to an unlimited number of practitioners and some of these practitioners may be your competitors.

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. You shall perform Your Services as an independent contractor, and nothing contained in these Terms shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the WeWell and you. Notwithstanding the termination or expiration of these Terms for any reason, Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 of these Terms shall survive any such termination or expiration.