Terms of Use
Last updated: November 28, 2018
Terms of Use
WeHealth App, accessible online through a mobile software application (“App”) and a website
located at www.agurgentcare.com, www.wehealth.nyc, and www.wehealthapp.com (together with
any successor application(s), website(s), platform(s), tool(s), and all Services [as defined in
Section 2], the “Platform”), is operated by Amerihealth Group LLC (“WeHealth,” “we,”
“us”). Your use of the Platform is governed by these Terms of Use (“Agreement”) and Privacy
Policy, regardless of how you access the Platform.
1. Acceptance of Terms. By using the Platform, you agree to the terms of this Agreement and to
any additional rules and guidelines that we post on the Platform. We may make changes to this
Agreement from time to time; we may notify you of such changes by any reasonable means,
including by posting the revised version of this Agreement on the Platform. It is your responsibility
to review the most recent version of the Agreement frequently and remain informed about any
changes to it. You can determine when we last changed this Agreement by referring to the “Last
updated” legend above. Your use of the Platform following changes to this Agreement will
constitute your acceptance of those changes. This version of the Agreement supersedes all earlier
versions and comprises the entire agreement between you and WeHealth regarding the Platform.
We may, at any time, modify or discontinue all or part of the Platform; refuse to provide any user
with access to the Platform; charge, modify, or waive fees required to use the Platform; or offer
opportunities to some or all Platform users. If you do not agree to any provision of this Agreement,
you should not use the Platform.
2. Services.
2.1 Description of Services. We provide users of the Platform access to health care professionals
and information about services these professionals provide, information about WeHealth,
WeHealth’s blog and membership subscription management (such information and services,
collectively, the “Services”).
2.2 Excluded services. WeHealth does not provide health care services, and WeHealth is not a
health care provider. WeHealth offers information and a method to obtain such health care
services but does not and does not intend to provide health care services or act in any way as a
health care provider and has no responsibility or liability for any health care services provided to
you. Any decision made by you to use health care services is a decision made in your sole
discretion. Each health care service provided to you shall constitute a separate agreement between
you and such health care provider to which WeHealth is not a party.
3. Release. You acknowledge and agree that we are not responsible for and make no
representations or warranties regarding the actual health care services provided to you. You hereby
release WeHealth, its officers, employees, agents, and successors from claims, demands, any and
all losses, damages, rights, claims, and actions of any kind including, without limitation, personal
injuries, death, and property damage, that is either directly or indirectly related to or arises from
(i) your use of the Platform, or (ii) your purchase or use of any health care services. WeHealth has
no control over the quality of health care services.
4. Jurisdiction.
(a) The Platform is controlled and/or operated from the United States and is not
intended to subject us to non-U.S. jurisdiction or laws. The Platform may not be appropriate or
available for use in some jurisdictions outside of the United States. If you access the Platform, you
do so at your own risk, and you are responsible for complying with all local laws, rules, and
regulations. We may limit the Platform’s availability, in whole or in part, to any person, geographic
area, or jurisdiction we choose, at any time and in our sole discretion.
(b) GDPR disclaimer. The App is not intended to be used by individuals residing in
the European Union, is not advertised or directed towards individuals residing in the European
Union, and is not hosted on websites, platforms, or is using technology or similar that is located
or operated inside the European Union. The provisions contained in this Agreement may or may
not be compliant with European Union law, including its General Data Protection Regulation
(“GDPR”), or affiliated or similar laws. However, we make good faith efforts to comply with
GDPR, and to that end we provide the following “GDPR Statement”:
If our Agreement is subject to GDPR, then the following applies:
(a) At WeHealth, we recognize the sensitive nature of the personal data we
collect and the importance of protecting it. The GDPR requires us to obtain consent from European
Union (“EU”) residents before using their data in any way. It also entitles them to access their data
and ask for it to be removed and forgotten from any databases on request.
(b) Below is a list of privileges and how you can exercise these privileges and
rights included with GDPR.
(c) You have a right to consent to how WeHealth uses your data. Below is a list
of the data points we collect and how they are used. We never abuse your information. Along with
consenting, you also have the right to withdraw your consent.
(d) We collect data, including:
• First Name – used as a contact point reference
• Last Name – used as a contact point reference
• Email Address – used as a contact point
• Phone Number – used as a contact point
• Interest – used to track the brand(s) you’re interested in
• Source – used to track how you found WeHealth
• Other Text Field Box – collects any information you wish to provide us
(e) Your data is used for marketing emails and marketing promotions such as
newsletters, informational updates about WeHealth, and invitations to special events, webinars,
and conferences.
(f) Your data is stored for an indefinite matter of time if you don’t notify
WeHealth via the below methods to remove it. In the case that WeHealth tries to contact you and
your email address and/ or phone number are no longer viable, your information will be declared
inactive and WeHealth will not continue to attempt contact. If your contact information is updated
with viable information, our records will be declared active as long as you haven’t exercised your
right to revoke consent or be forgotten.
(g) Under GDPR you have the right to ask for all the data collected on you.
Your data is stored in a secure database. It will take up to 72 hours to retrieve and send you
collected data. The data will be provided in the form on a spreadsheet and sent via personal email.
(h) Your right to be forgotten refers to your right to have your information
wiped from our database. If you wish for your information to be removed please call us at 1-800-
WeHealth and we’ll confirm your information is removed via personal email within 72 hours.
(i) If you wish to submit a formal complaint against how your data is being
used, collected, or stored by WeHealth, contact us at 1-800-WeHealth.
How to Revoke Your Consent
(j) If you’ve consented to receive messages from us and need to revoke that
consent, please contact us at 1-800-WeHealth and we’ll update our records and ensure your data
is not stored. We’ll confirm your withdrawal via personal email within 72 hours.
5. Compliance with laws and regulations. You agree to comply with all applicable domestic and
international laws, statutes, ordinances and regulations regarding your use of the Platform,
including without limitation your submission of Your Information (as defined in Section 10.1).
You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding
the transmission of technical data exported from the United States or the country in which you
reside.
6. Membership.
6.1 Eligibility. Platform is available to all individuals who are at least 18 years of age. Our
Platform is not available to any temporarily or indefinitely suspended Platform users. By
registering to use the Platform, you represent and warrant that you are at least 18 years of age. We
have the right, in our sole discretion, to suspend or terminate your use of the Platform and refuse
any and all current or future use of all or any portion of the Platform. You may not authorize third
parties to use your account and you may not allow persons under the age of 18 to use health care
services unless they are accompanied by you. You may not assign or otherwise transfer your
account to any other person or entity.
6.2 Password and Security. When you complete our registration process you will create a
password that will enable you to access the Platform. We may reject, or require that you change,
any user name, password, or other information that you provide to us during the registration
process. You agree to maintain the confidentiality of your password and are fully responsible for
all liability and damages resulting from your failure to maintain that confidentiality and all
activities that occur through the use of your password. You agree to immediately notify us of any
unauthorized use of your password or any other breach of security. You agree that WeHealth
cannot and will not be liable for any loss or damage arising from your failure to comply with this
Section 6.2.
6.3 Information You Submit. Your submission of information through the Platform is governed
by our Privacy Policy. You agree that all information you provide to us is true, accurate, and
complete, and you will maintain and update such information regularly.
7. Rules of Conduct. While using the Platform you will comply with all applicable laws, rules,
and regulations. In addition, we expect users of the Platform to respect the rights and dignity of
others. Your use of the Platform is conditioned on your compliance with the rules of conduct set
forth in this section; your failure to comply with such rules may result in termination of your access
to the Platform pursuant to Section 20 below. You agree that you will not:
• Use the Platform for any fraudulent or unlawful purpose;
• Use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the
legal rights of others, including without limitation others’ privacy rights or rights of
publicity, or harvest or collect personally identifiable information about other users
of the Platform;
• Impersonate any person or entity, falsely state or otherwise misrepresent your
affiliation with any person or entity in connection with the Platform; or express or
imply that we endorse any statement you make;
• Interfere with or disrupt the operation of the Platform or the servers or networks
used to make the Platform available; or violate any requirements, procedures,
policies or regulations of such networks;
• Transmit or otherwise make available in connection with the Platform any virus,
worm, Trojan horse, Easter egg, time bomb, cancelbots, spyware, or other computer
code, file, or program that is harmful or invasive or may or is intended to damage
or hijack the operation of, or to monitor the use of, any hardware, software, or
equipment;
• Harm or intimidate another person in any way, including restricting or inhibiting
any other user from using the Platform (including without limitation by hacking or
defacing any portion of the Platform);
• Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial
purposes, any portion of, use of, or access to the Platform;
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion
of the Platform;
• Infringe any third party’s copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy;
• Remove any copyright, trademark, or other proprietary rights notice from the
Platform or materials originating from the Platform;
• Frame or mirror any part of the Platform without our express prior written consent.
• Create a database by systematically downloading and storing Platform content;
• Use any robot, spider, Platform search/retrieval application or other manual or
automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather
Platform content or reproduce or circumvent the navigational structure or
presentation of the Platform without our express prior written
consent. Notwithstanding the foregoing, we grant the operators of public online
search engines limited permission to use search retrieval applications to reproduce
materials from the Platform for the sole purpose of and solely to the extent
necessary for creating publicly available searchable indices of such materials solely
in connection with each operator’s public online search service. We reserve the
right to revoke these exceptions either generally or in specific instances;
• Encourage others to violate this Agreement;
• Refuse to follow WeHealth staff instruction or direction;
• Disclose the Personal Information, Protected Health Information, or Other
Information (as defined in Privacy Policy) of any member of the Platform without
the permission of that member;
While we prohibit conduct and content that violates this Agreement, you understand and agree that
you nonetheless may be exposed to such conduct or content and that you use the Platform at your
own risk.
For purposes of this Agreement, “posting” includes uploading, posting, emailing, transmitting or
otherwise making available. Without limiting the foregoing, Platform and its designees shall have
the right to remove any material that violates this Agreement or is otherwise objectionable.
8. Fees and Payment.
8.1 Fees. Access to the website www.agurgentcare.com is free. Access to the App and use of
selected features on the Platform is subject to Membership Agreement. We may charge fees for
various premium features and services that we offer, and we will notify you of those charges at the
time that we offer you the premium features or services for a fee. We may, in our sole discretion,
and by notifying you in the Platform, change this policy and begin charging for access to the
Platform and other features and services, and we may, in our sole discretion, add, remove, or
change the features and services we offer or the fees (including the amount or the type of fees) we
charge at any time. If we introduce a new service or charge a new fee, we will establish and notify
you of the fees for that service at the launch of the service or start of charging a new fee. If we
notify you of new fees or change the fees for an existing service, you agree to pay all fees and
charges specified and all applicable taxes for your continued use of the applicable service. We are
not responsible for any charges or expenses you incur resulting from being billed by us in
accordance with these Terms of Use (e.g., overdrawn accounts, exceeding account limits, etc.).
8.2 Facilitation of payments. All payments are facilitated through a third party payment
processing company. WeHealth may replace its third party payment processing company without
notice to you. Payments shall only be made through the Platform.
8.3 Promotions. WeHealth, at its sole discretion, may make available promotions with different
features to any of our users or prospective users of the Platform. These promotions, unless made
to you, shall have no bearing whatsoever on your Agreement or relationship with WeHealth.
8.4 Credit card authorization. To pay for Services through Platform, you will need to provide
WeHealth with a payment information. By submitting your payment information to us, you
authorize us to charge the applicable payment method at our convenience but within thirty (30)
days of your making the payment. You represent that you will not use any credit card or other form
of payment unless you have all necessary authorization to do so. WeHealth may seek authorization
of your credit card to validate your ability to pay the applicable charges. The authorization is not
a charge; however, the authorization may reduce your available credit by the authorization amount
until your bank’s next processing cycle. Should the amount of our authorization exceed the total
funds on deposit in your account or available credit, you may be subject to overdraft or NSF
charges by the bank issuing your debit or check card. We cannot be held responsible for these
charges and are unable to assist you in recovering them from your issuing bank.
8.5 Bank fees. Some banks and credit cards impose fees for international transactions. If you are
making a payment from outside of the United States on a US credit card, your bank may convert
the payment amount to your local currency and charge you a conversion fee. This means the
amount listed on your credit or bank card statement may be in your local currency. In addition, a
foreign transaction fee may be assessed if the bank that issued your credit card is located outside
of the United States. The currency exchange rate and foreign transaction fee is determined solely
by your bank on the day that they process the transaction. If you have any questions about these
fees or the exchange rate applied to you, please contact your bank.
9. Consent to Disclosure. You acknowledge and agree that WeHealth may disclose Your
Information if required to do so by law or in the good faith belief that such disclosure is reasonably
necessary to: (a) comply with a current judicial proceeding, a court order or legal process served
on WeHealth; (b) enforce this Agreement; (c) protect the rights, property or personal safety of
WeHealth, its members, agents, employees, users and the public; or (d) enable the transfer or sale
to another entity of all or substantially all assets in the line of business to which this Agreement
relates, or upon any other company reorganization, subject to the promises made in this
Agreement. We also may disclose any information about you to law enforcement or other
government officials as we, in our sole discretion, believe necessary or appropriate, in connection
with an investigation of fraud, intellectual property infringements, or other activity that is illegal
or that we believe may expose us or you to legal liability.
10. Your Information.
10.1 Definition. “Your Information” is defined as any information you submit or make available
(directly or indirectly), including through the registration process or through the use of the
Platform.
10.2 License. We do not claim ownership of Your Information. We will use Your Information
only in accordance with our Privacy Policy.
10.3 Restriction on use of Your Information. Except as otherwise provided in our Privacy
Policy, we will not sell, rent, or otherwise disclose any of your Personal Information (as defined
in our Privacy Policy) about you (including your email address) to any third party.
10.4 Your email address. You agree that you will provide us with your valid, current email
address, both at the time of your registration with us and from time to time as your email address
changes.
11. Use of Platform.
11.1 Control. You, and not WeHealth, are entirely responsible for all of Your Information that
you upload, post, email, transmit or otherwise make available via the Platform. We do not control
Your Information and do not guarantee the accuracy, integrity, or quality of Your Information.
You agree that under no circumstances will WeHealth, its members, employees, consultants,
agents, advisers, affiliates, subsidiaries, or its third-party partners be liable in any way for any
information, including, but not limited to, for any errors or omissions in Your Information, or for
any loss or damage of any kind incurred as a result of the use of Your Information or information
of or posted by other users posted, emailed, transmitted or otherwise made available in connection
with the Platform, or for any failure to correct or remove information.
11.2 General Practices Regarding Use of the Platform. You acknowledge and agree that we
may establish general practices and limits concerning the use of the Platform. In addition, you
acknowledge that we reserve the right to change these general practices and limits at any time, in
our sole discretion, with or without notice.
12. Communication.
12.1 Platform Communication. You understand that certain communications, such as Platform
service announcements are part of the Platform. By using the Platform, you expressly agree to
receive such communications from the Platform.
12.2 Your location. When you use the Platform, we may collect location information from the
GPS functionality on your device. You hereby authorize us and to take such actions and access
such data. You can grant or revoke your consent at any time and prevent us from continuing to
access your GPS information by changing the settings on your device.
13. Privacy. WeHealth collects registration and other information about you through the Platform.
Our collection, use, and disclosure of this information is governed by the Platform’s Privacy
Policy.
14. Links. The Platform may provide links to other apps, web sites, and online resources
(collectively, “Links”). Links may or may not have our authorization, and we may block any Links
to or from the Platform. Your use of third-party links is at your own risk. Because we have no
control over such Links, you acknowledge and agree that we are not responsible for such Links,
and do not endorse and are not responsible or liable for any content, advertising, products, or other
materials on or available from such Links. You also acknowledge and agree that WeHealth shall
not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be
caused by or in connection with the use of or reliance on any such content, goods or services
available on or through any such Links.
15. Marketing partners and third parties. Your correspondence or business dealings with, or
participation in promotions of, marketing partners or other third parties found on our Platform,
including payment and delivery of related goods or services, and any other terms, conditions,
warranties or representations associated with such dealings, are solely between you and such
marketing partner or other third party. You agree that WeHealth shall not be responsible or liable
for any loss or damage of any sort incurred as the result of any such dealings or as the result of the
presence of such marketing partners or other third parties in the Platform.
16. Indemnity. Except to the extent prohibited under applicable law, you agree to defend,
indemnify and hold us, our agents, employees, consultants, affiliates, subsidiaries and third-party
partners harmless from and against all claims, losses, costs, and expenses (including attorneys’
fees) arising out of (a) your use of, or activities in connection with, the Platform or (b) any breach
of your representations and warranties or this Agreement or the documents it incorporates by party.
17. Warranties and liability
17.1 Disclaimer of Warranties. You understand and agree that you download or otherwise obtain
material or data through the use of the Platform at your own discretion and risk and that you will
be solely responsible for any damages to your device or loss of data that results from the download
of such material or data. The Platform and all goods, services, information, and materials made
available through the Platform are provided to you “as is” without any express representations
or warranties of any kind, and we disclaim all statutory or implied representations, warranties,
terms, and conditions with respect to the Platform and all services, information, and materials
made available through the Platform, including the representations and warranties of satisfactory
quality, merchantability, fitness for a particular purpose, non-infringement, and title. We make no
representation or warranty that the Platform (or any part thereof) will be accurate, complete, or
error-free, nor that any particular software or hardware, will be compatible with the Platform,
and you hereby agree that it is your sole responsibility to (a) obtain and pay for any software,
hardware and services (including internet connectivity) needed to access and use the Platform and
(b) ensure that any software, hardware, and services that you use will function correctly with the
Platform. You agree that you must evaluate, and that you bear all risks associated with, the use of
the Platform, including any reliance on the accuracy, completeness, or usefulness of any
information or materials made available through the Platform. We disclaim any warranties
regarding the security, reliability, timeliness, and performance of the Platform. We disclaim any
warranties for any information or advice obtained through the Platform. We disclaim any
warranties for services or goods received through or advertised in the Platform or received
through any links provided by the Platform, as well as for any information or advice received
through any links provided through the Platform. In addition, no advice or information (oral or
written) obtained by you from us shall create any warranty.
17.2 Limitation of liability. We will not be liable for any indirect, incidental, consequential,
special, exemplary, or punitive damages of any kind in connection with the Platform, nor for any
damages for loss of profits, goodwill, loss of use, loss of data, loss of other intangibles, loss of
security of information you have provided in connection with your use of the Platform, or
unauthorized interception of any such information by third parties, even if advised in advance of
such damages or losses. Further, we will not be liable for damages of any kind resulting from your
use of the Platform or from any information or materials in the Platform. Your sole and exclusive
remedy for dissatisfaction with the Platform is to stop using the Platform. Our maximum liability
for all damages, losses, and causes of action, whether in contract, tort (including, without
limitation, negligence), or otherwise shall be the total amount, if any, paid by you to us to access
and use the Platform.
17.3 Exclusions. It is possible that applicable law may not allow for limitations on certain implied
warranties or exclusions or limitations of certain damages; solely to the extent that such law
applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to
you, and you may have additional rights. If applicable law prohibits the limitation or exclusion of
a party’s liability with respect to death or personal injury caused by such party’s negligence,
fraud, or any other matter, then such party’s liability will not be limited or excluded to the extent
of such prohibition under such applicable law.
18. Dispute Resolution
18.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute,
claim, or controversy arising out of or relating to this Agreement including the documents it
incorporates by reference, your use of the Platform, Your Information, or your violation of any
law or the rights of a third party. In the event that the dispute, claim or controversy is not resolved
by these negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services,
Inc. (a.k.a. “JAMS”), or its successor, for mediation pursuant to Section 18.3, and if the matter is
not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and
binding arbitration pursuant to Section 18.4. Nonetheless, legal action taken by WeHealth to
collect any fees and/or recover damages for, or obtain an injunction relating to, the Platform
operations, intellectual property shall not be submitted to mediation or arbitration except as
otherwise agreed to in writing by WeHealth.
18.2 Negotiation. Either party may initiate negotiations by providing written notice in letter form
to the other party, setting forth the subject of the dispute and the relief requested. The recipient of
such notice will respond in writing within fifteen (15) business days with a statement of its position
on and recommended solution to the dispute. If the dispute is not resolved by this exchange of
correspondence, then representatives of each party with full settlement authority will meet in
person or otherwise at a mutually agreeable time and place within thirty (30) business days of the
date of the initial notice in order to exchange relevant information and perspectives, and to attempt
to resolve the dispute.
18.3 Mediation. Either party may commence mediation by providing to JAMS and the other party
a written request for mediation, setting forth the subject of the dispute and the relief requested. The
parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel
of neutrals, and in scheduling the mediation proceedings. The parties agree that they will
participate in the mediation in good faith, and that they will share equally in its costs. All offers,
promises, conduct and statements, whether oral or written, made in the course of the mediation by
any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS
employees, are confidential, privileged and inadmissible for any purpose, including impeachment,
in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise
admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its
use in the mediation. Either party may initiate arbitration with respect to the matters submitted to
mediation by filing a written demand for arbitration at any time following the initial mediation
session or forty-five (45) days after the date of filing the written request for mediation, whichever
occurs first. The mediation may continue after the commencement of arbitration if the parties so
desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as
arbitrator in the case.
18.4 Arbitration. The parties agree that any and all disputes, claims or controversies arising out
of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or
mediation under Sections 18.2 and 18.3 shall be submitted to final and binding arbitration before
JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either
party may commence the arbitration process called for in this Agreement by filing a written
demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted
in accordance with the provisions of JAMS’ Streamlined Arbitration Rules and Procedures in effect
at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with
one another in selecting an arbitrator from JAMS’ panel of neutrals, and in scheduling the
arbitration proceedings. The parties covenant that they will participate in the arbitration in good
faith, and that they will share equally in its costs.
18.5 Enforcement. The provisions of Sections 18.3 and 18.4 may be enforced by any Court of
competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs,
fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is
ordered.
18.6 Notice; Waiver. You agree that, except as otherwise specified in Section 18.1, all disputes,
claims or controversies arising out of or relating to this Agreement will be decided by negotiation,
neutral mediation and/or neutral arbitration. Also, by agreeing to this Agreement you are giving
up your judicial rights to discovery and appeal except to the extent that they are specifically
provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this
provision, you may be compelled to arbitrate under federal or state law. Your agreement to this
arbitration provision is voluntary.
18.7 Dispute between you and third party. If you have a dispute with third party resulting from
or arising out of or in connection with your use of the Platform, you release us (and our officers,
directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown, arising out of or in any
way connected with such disputes.
18.8 Waiver of Jury Trial and Class Action. YOU ACKNOWLEDGE AND AGREE TO
WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY
TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM
ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU
AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS
AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE
ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION
ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD
INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF
AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY
THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION
CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR
INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR
LITIGATION OF DISPUTES IN COURT, YOU AND WEHEALTH BOTH WAIVE, TO THE
FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE
AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR
CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
19. Modifications and service interruption. We reserve the right at any time or times to modify
or discontinue, temporarily or permanently, all or any portion of the Platform with or without
notice. You agree that we shall not be liable to you or to any third party for any modification,
suspension or termination of the Platform. We do not guarantee continuous, uninterrupted or
secure access to the Platform, and operation of the Platform may be interfered with by numerous
factors outside of our control, maintenance or other reasons. Additionally, third parties may make
unauthorized alterations to the Platform. If you become aware of any unauthorized third party
alterations to the Platform, contact us with a description of the unauthorized third party alteration.
WeHealth assumes no responsibility for any error, omission, interruption, deletion, defect, delay
in operation or transmission, communications line failure, theft or destruction or unauthorized
access to, or alteration of, or User communications. WeHealth is not responsible for any technical
malfunction or other problems of any telephone network or service, computer systems, servers or
providers, computer or mobile phone equipment, software, failure of email or players on account
of technical problems or traffic congestion on the internet, including injury or damage to User’s or
to any other person’s computer, mobile phone, or other hardware or software, related to or resulting
from using or downloading materials in connection with the web and/or in connection with the
Platform. We do not guaranty that Platform is free from viruses, worms, Trojan horses or other
harmful components. You agree that we shall not be liable to you or to any third party for any
viruses, worms, Trojan horses or other harmful components in the Platform.
20. Termination. This Agreement is effective until terminated. We may, at any time and for any
reason, temporarily suspend, remove content or information you have posted or terminate your
access to or use of: (a) the Platform, (b) your user name and password or (c) any files or
information associated with your user name and password. You agree that any termination of your
account or access to all or any portion of the Platform under any provision of this Agreement may
be effected without prior notice, and you acknowledge and agree that we may immediately
deactivate or delete your account and all related information and files in your account and/or bar
any further access to such files or the Platform. If we terminate your access to the Platform, you
will not have the right to bring claims against us or our affiliates with respect to such
termination. We and our affiliates shall not be liable for any termination of your access to the
Platform or to any such information or files, and (except as may be required under mandatory
applicable law) shall not be required to make such information or files available to you after any
such termination. We may take steps that we believe are appropriate to enforce or verify
compliance with any part of this Agreement (including our right to cooperate with any legal
process relating to your use of the Platform or any third-party claim that your use of the Platform
is unlawful or infringes such third party’s rights). Sections 10.2, 16, 17, 18 and 28 shall survive
any expiration or termination of this Agreement.
21. Trademarks; Copyrights; Proprietary Rights. Platform’s trademarks, service marks, and
other Platform’s logos, products and service names, are trademarks of WeHealth (“Proprietary
Rights”). Except as otherwise permitted by law, you agree not to display or use in any manner the
Proprietary Rights without Platform’s prior written consent. All trademarks and service marks in
the Platform not owned by us are the property of their respective owners. You acknowledge and
agree that content contained in sponsor advertisements or information presented to you through
the Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other
proprietary rights and laws. You may not use Platform’s Proprietary Rights in connection with any
product or service that is not ours, or in any manner that is likely to cause confusion. Except as
expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell,
distribute or create derivative works based on, all or any part of the Platform or any information
or materials made available through the Platform.
Please note that unauthorized use of the Platform may subject you to civil and criminal penalties
(including, without limitation, possible monetary damages), including, without limitation, for
copyright infringement.
You hereby acknowledge that any and all (i) suggestions for correction, change and modification
to the Platform and other feedback (including but not limited to quotations of written or oral
feedback), information and reports provided to WeHealth by you (collectively “Feedback”), and
(ii) improvements, updates, modifications or enhancements, whether made, created or developed
by Platform or otherwise relating to Platform based on Feedback or otherwise (collectively,
“Update”), are and will remain the property of WeHealth. You authorize WeHealth to treat
Feedback and Update as non-confidential and non-proprietary. You acknowledge and expressly
agree that any contribution of Feedback does not and will not give or grant you any right, title or
interest in the App or in any such Feedback or Update. All Feedback and Update become the sole
and exclusive property of WeHealth and WeHealth may use and disclose Feedback and/or Update
in any manner and for any purpose whatsoever without further notice or compensation to you and
without retention by you of any proprietary or other right or claim. You hereby assign to WeHealth
any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret,
trademark, show-how, know-how, moral rights and any and all other intellectual property right)
that you may have in and to any and all Feedback and Update. At WeHealth’s request, you agree
to execute any document, registration or filing required to give effect to the foregoing assignment.
22. Copyright infringement. To comply with the Digital Millennium Copyright Act of 1998,
Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims
of copyright infringement. Please send all claims of copyright infringement to: WeHealth, Attn:
Compliance Officer, 2071 Flatbush Ave, Brooklyn NY 11234.
If you are a copyright owner (or authorized to act on behalf of the copyright owner) and have a
good faith belief that your work’s copyright is being infringed, you should submit a written
notification to us at the address and email stated above and include: (i) a physical or electronic
signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly
infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online site are covered by a single notification, a representative list
of such works at that site; (iii) identification of the material that is claimed to be infringing or to
be the subject of infringing activity and that is to be removed or access to which is to be disabled,
and information reasonably sufficient to permit us to locate the material; (iv) information
reasonably sufficient to permit us to contact the complaining party, such as an address, telephone
number, and, if available, an electronic mail address at which the complaining party may be
contacted; (v) a statement that the complaining party has a good faith belief that use of the material
in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a
statement that the information in the notification is accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly
infringed.
Upon receipt of a bona fide infringement notification, it is our policy to remove or disable access
to the infringing material.
Please note that Section 512(f) of the DMCA allows imposing liability for damages on any person
who knowingly sends meritless notices of infringement.
Any information or correspondence that you provide to us may be shared with third parties,
including the person who provided us with the allegedly infringing material.
23. No Resale. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any
commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform
for any sales of goods or services, or promotion of a company, good, or service.
24. Notices. Except as otherwise stated in this Agreement or as expressly required by local law,
any notice to us shall be given by certified postal mail to WeHealth, Attn: Compliance Officer,
2071 Flatbush Ave, Brooklyn, NY 11234, and any notice to you shall be given to the email address
that you provided us during the registration process. Notice shall be considered given 24 hours
after email is sent, unless the sending party is notified that the email address is invalid. Notice
given by postal mail shall be considered given three (3) days after the date of mailing. Notices to
you may be made via posting to the Platform, by email, or by regular mail, in our discretion.
We may also provide notice of changes to this Agreement or other matters by displaying such
notices or by providing links to such notices. You agree that a printed version of this Agreement
and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings, based upon or relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed
form. We will not be responsible for failure to fulfill any obligation due to causes beyond our
control.
25. Entire Agreement. This Agreement hereby incorporates by this reference any additional terms
that we post in the Platform (including, without limitation, our Privacy Policy and Membership
Agreement) and, except as otherwise expressly stated herein, this Agreement is the entire
Agreement between you and us relating to the subject matter herein and supersedes any and all
prior or contemporaneous written or oral agreements or understandings between you and us
relating to such subject matter.
26. No Agency. No agency, partnership, joint venture, employee-employer or franchiserfranchisee
relationship between you and the Platform is intended or created by this Agreement.
27. Governing Law. You hereby agree that this Agreement (and any claim or dispute arising in
connection with this Agreement or your use of the Platform) is governed by and shall be construed
in accordance with the laws of the State of New York, without regard to its principles of conflicts
of law, and you consent to the exclusive jurisdiction of the federal and state courts located in State
of New York, and waive any jurisdictional, venue, or inconvenient forum objections thereto.
28. Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements
may be automatically assigned by the Platform, in our sole discretion, to one or more third parties
in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of
Platform’s assets, or similar transaction. You may not assign, transfer, or sublicense any or all of
your rights or obligations under this Agreement without WeHealth’s express prior written consent.
29. No Waiver. WeHealth’s failure to exercise or enforce any right or provision of this Agreement
shall not constitute a waiver of such right or provision and does not waive our right to act with
respect to subsequent or similar breaches.
30. Severance. If any provision of this Agreement is found to be invalid by a court of competent
jurisdiction, you and the Platform nevertheless agree that the court should endeavor to give effect
to the parties’ intentions as reflected in the provision, and that the other provisions of this
Agreement will remain in full force and effect.
31. Limitation. You and the Platform each agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to the use of the Platform or this
Agreement must be filed within one (1) year after the claim or cause of action arose or be forever
barred.
32. Titles. The section titles in this Agreement are for convenience only and have no legal or
contractual effect.
33. Information or Complaints. If you have a question or a complaint regarding the Platform,
please feel free to contact us at WeHealth, Attn: Compliance Officer, 2071 Flatbush Ave,
Brooklyn, NY 11234, or by calling us at 1-800-WeHealth.
34. ADA Compliance, Disabilities, Accessibility. WeHealth attempts to make its information
accessible to all individuals. If you use special adaptive equipment and encounter problems when
using our Platform, please report them using the following contact information: 1-800-WeHealth.
We will let you know if the information is available in an alternate format. We strive to meet World
Wide Web Consortium (W3C) Recommendations and other web industry standards, specifically
conforming to HTML 5, CSS Level 3, WAI-ARIA, and the U.S. Access Board’s Section 508
guidelines.
WeHealth is committed to making its Platform available to as many people as possible and
makes every effort to ensure its communications are accessible to those with special needs,
including those with visual, hearing, cognitive and motor impairments.
If you come across a page you find difficult to use, please contact us at 1-800-WeHealth.
All materials © 2018 WeHealth unless otherwise noted. All rights reserved.
Terms of Use
WeHealth App, accessible online through a mobile software application (“App”) and a website
located at www.agurgentcare.com, www.wehealth.nyc, and www.wehealthapp.com (together with
any successor application(s), website(s), platform(s), tool(s), and all Services [as defined in
Section 2], the “Platform”), is operated by Amerihealth Group LLC (“WeHealth,” “we,”
“us”). Your use of the Platform is governed by these Terms of Use (“Agreement”) and Privacy
Policy, regardless of how you access the Platform.
1. Acceptance of Terms. By using the Platform, you agree to the terms of this Agreement and to
any additional rules and guidelines that we post on the Platform. We may make changes to this
Agreement from time to time; we may notify you of such changes by any reasonable means,
including by posting the revised version of this Agreement on the Platform. It is your responsibility
to review the most recent version of the Agreement frequently and remain informed about any
changes to it. You can determine when we last changed this Agreement by referring to the “Last
updated” legend above. Your use of the Platform following changes to this Agreement will
constitute your acceptance of those changes. This version of the Agreement supersedes all earlier
versions and comprises the entire agreement between you and WeHealth regarding the Platform.
We may, at any time, modify or discontinue all or part of the Platform; refuse to provide any user
with access to the Platform; charge, modify, or waive fees required to use the Platform; or offer
opportunities to some or all Platform users. If you do not agree to any provision of this Agreement,
you should not use the Platform.
2. Services.
2.1 Description of Services. We provide users of the Platform access to health care professionals
and information about services these professionals provide, information about WeHealth,
WeHealth’s blog and membership subscription management (such information and services,
collectively, the “Services”).
2.2 Excluded services. WeHealth does not provide health care services, and WeHealth is not a
health care provider. WeHealth offers information and a method to obtain such health care
services but does not and does not intend to provide health care services or act in any way as a
health care provider and has no responsibility or liability for any health care services provided to
you. Any decision made by you to use health care services is a decision made in your sole
discretion. Each health care service provided to you shall constitute a separate agreement between
you and such health care provider to which WeHealth is not a party.
3. Release. You acknowledge and agree that we are not responsible for and make no
representations or warranties regarding the actual health care services provided to you. You hereby
release WeHealth, its officers, employees, agents, and successors from claims, demands, any and
all losses, damages, rights, claims, and actions of any kind including, without limitation, personal
injuries, death, and property damage, that is either directly or indirectly related to or arises from
(i) your use of the Platform, or (ii) your purchase or use of any health care services. WeHealth has
no control over the quality of health care services.
4. Jurisdiction.
(a) The Platform is controlled and/or operated from the United States and is not
intended to subject us to non-U.S. jurisdiction or laws. The Platform may not be appropriate or
available for use in some jurisdictions outside of the United States. If you access the Platform, you
do so at your own risk, and you are responsible for complying with all local laws, rules, and
regulations. We may limit the Platform’s availability, in whole or in part, to any person, geographic
area, or jurisdiction we choose, at any time and in our sole discretion.
(b) GDPR disclaimer. The App is not intended to be used by individuals residing in
the European Union, is not advertised or directed towards individuals residing in the European
Union, and is not hosted on websites, platforms, or is using technology or similar that is located
or operated inside the European Union. The provisions contained in this Agreement may or may
not be compliant with European Union law, including its General Data Protection Regulation
(“GDPR”), or affiliated or similar laws. However, we make good faith efforts to comply with
GDPR, and to that end we provide the following “GDPR Statement”:
If our Agreement is subject to GDPR, then the following applies:
(a) At WeHealth, we recognize the sensitive nature of the personal data we
collect and the importance of protecting it. The GDPR requires us to obtain consent from European
Union (“EU”) residents before using their data in any way. It also entitles them to access their data
and ask for it to be removed and forgotten from any databases on request.
(b) Below is a list of privileges and how you can exercise these privileges and
rights included with GDPR.
(c) You have a right to consent to how WeHealth uses your data. Below is a list
of the data points we collect and how they are used. We never abuse your information. Along with
consenting, you also have the right to withdraw your consent.
(d) We collect data, including:
• First Name – used as a contact point reference
• Last Name – used as a contact point reference
• Email Address – used as a contact point
• Phone Number – used as a contact point
• Interest – used to track the brand(s) you’re interested in
• Source – used to track how you found WeHealth
• Other Text Field Box – collects any information you wish to provide us
(e) Your data is used for marketing emails and marketing promotions such as
newsletters, informational updates about WeHealth, and invitations to special events, webinars,
and conferences.
(f) Your data is stored for an indefinite matter of time if you don’t notify
WeHealth via the below methods to remove it. In the case that WeHealth tries to contact you and
your email address and/ or phone number are no longer viable, your information will be declared
inactive and WeHealth will not continue to attempt contact. If your contact information is updated
with viable information, our records will be declared active as long as you haven’t exercised your
right to revoke consent or be forgotten.
(g) Under GDPR you have the right to ask for all the data collected on you.
Your data is stored in a secure database. It will take up to 72 hours to retrieve and send you
collected data. The data will be provided in the form on a spreadsheet and sent via personal email.
(h) Your right to be forgotten refers to your right to have your information
wiped from our database. If you wish for your information to be removed please call us at 1-800-
WeHealth and we’ll confirm your information is removed via personal email within 72 hours.
(i) If you wish to submit a formal complaint against how your data is being
used, collected, or stored by WeHealth, contact us at 1-800-WeHealth.
How to Revoke Your Consent
(j) If you’ve consented to receive messages from us and need to revoke that
consent, please contact us at 1-800-WeHealth and we’ll update our records and ensure your data
is not stored. We’ll confirm your withdrawal via personal email within 72 hours.
5. Compliance with laws and regulations. You agree to comply with all applicable domestic and
international laws, statutes, ordinances and regulations regarding your use of the Platform,
including without limitation your submission of Your Information (as defined in Section 10.1).
You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding
the transmission of technical data exported from the United States or the country in which you
reside.
6. Membership.
6.1 Eligibility. Platform is available to all individuals who are at least 18 years of age. Our
Platform is not available to any temporarily or indefinitely suspended Platform users. By
registering to use the Platform, you represent and warrant that you are at least 18 years of age. We
have the right, in our sole discretion, to suspend or terminate your use of the Platform and refuse
any and all current or future use of all or any portion of the Platform. You may not authorize third
parties to use your account and you may not allow persons under the age of 18 to use health care
services unless they are accompanied by you. You may not assign or otherwise transfer your
account to any other person or entity.
6.2 Password and Security. When you complete our registration process you will create a
password that will enable you to access the Platform. We may reject, or require that you change,
any user name, password, or other information that you provide to us during the registration
process. You agree to maintain the confidentiality of your password and are fully responsible for
all liability and damages resulting from your failure to maintain that confidentiality and all
activities that occur through the use of your password. You agree to immediately notify us of any
unauthorized use of your password or any other breach of security. You agree that WeHealth
cannot and will not be liable for any loss or damage arising from your failure to comply with this
Section 6.2.
6.3 Information You Submit. Your submission of information through the Platform is governed
by our Privacy Policy. You agree that all information you provide to us is true, accurate, and
complete, and you will maintain and update such information regularly.
7. Rules of Conduct. While using the Platform you will comply with all applicable laws, rules,
and regulations. In addition, we expect users of the Platform to respect the rights and dignity of
others. Your use of the Platform is conditioned on your compliance with the rules of conduct set
forth in this section; your failure to comply with such rules may result in termination of your access
to the Platform pursuant to Section 20 below. You agree that you will not:
• Use the Platform for any fraudulent or unlawful purpose;
• Use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the
legal rights of others, including without limitation others’ privacy rights or rights of
publicity, or harvest or collect personally identifiable information about other users
of the Platform;
• Impersonate any person or entity, falsely state or otherwise misrepresent your
affiliation with any person or entity in connection with the Platform; or express or
imply that we endorse any statement you make;
• Interfere with or disrupt the operation of the Platform or the servers or networks
used to make the Platform available; or violate any requirements, procedures,
policies or regulations of such networks;
• Transmit or otherwise make available in connection with the Platform any virus,
worm, Trojan horse, Easter egg, time bomb, cancelbots, spyware, or other computer
code, file, or program that is harmful or invasive or may or is intended to damage
or hijack the operation of, or to monitor the use of, any hardware, software, or
equipment;
• Harm or intimidate another person in any way, including restricting or inhibiting
any other user from using the Platform (including without limitation by hacking or
defacing any portion of the Platform);
• Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial
purposes, any portion of, use of, or access to the Platform;
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion
of the Platform;
• Infringe any third party’s copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy;
• Remove any copyright, trademark, or other proprietary rights notice from the
Platform or materials originating from the Platform;
• Frame or mirror any part of the Platform without our express prior written consent.
• Create a database by systematically downloading and storing Platform content;
• Use any robot, spider, Platform search/retrieval application or other manual or
automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather
Platform content or reproduce or circumvent the navigational structure or
presentation of the Platform without our express prior written
consent. Notwithstanding the foregoing, we grant the operators of public online
search engines limited permission to use search retrieval applications to reproduce
materials from the Platform for the sole purpose of and solely to the extent
necessary for creating publicly available searchable indices of such materials solely
in connection with each operator’s public online search service. We reserve the
right to revoke these exceptions either generally or in specific instances;
• Encourage others to violate this Agreement;
• Refuse to follow WeHealth staff instruction or direction;
• Disclose the Personal Information, Protected Health Information, or Other
Information (as defined in Privacy Policy) of any member of the Platform without
the permission of that member;
While we prohibit conduct and content that violates this Agreement, you understand and agree that
you nonetheless may be exposed to such conduct or content and that you use the Platform at your
own risk.
For purposes of this Agreement, “posting” includes uploading, posting, emailing, transmitting or
otherwise making available. Without limiting the foregoing, Platform and its designees shall have
the right to remove any material that violates this Agreement or is otherwise objectionable.
8. Fees and Payment.
8.1 Fees. Access to the website www.agurgentcare.com is free. Access to the App and use of
selected features on the Platform is subject to Membership Agreement. We may charge fees for
various premium features and services that we offer, and we will notify you of those charges at the
time that we offer you the premium features or services for a fee. We may, in our sole discretion,
and by notifying you in the Platform, change this policy and begin charging for access to the
Platform and other features and services, and we may, in our sole discretion, add, remove, or
change the features and services we offer or the fees (including the amount or the type of fees) we
charge at any time. If we introduce a new service or charge a new fee, we will establish and notify
you of the fees for that service at the launch of the service or start of charging a new fee. If we
notify you of new fees or change the fees for an existing service, you agree to pay all fees and
charges specified and all applicable taxes for your continued use of the applicable service. We are
not responsible for any charges or expenses you incur resulting from being billed by us in
accordance with these Terms of Use (e.g., overdrawn accounts, exceeding account limits, etc.).
8.2 Facilitation of payments. All payments are facilitated through a third party payment
processing company. WeHealth may replace its third party payment processing company without
notice to you. Payments shall only be made through the Platform.
8.3 Promotions. WeHealth, at its sole discretion, may make available promotions with different
features to any of our users or prospective users of the Platform. These promotions, unless made
to you, shall have no bearing whatsoever on your Agreement or relationship with WeHealth.
8.4 Credit card authorization. To pay for Services through Platform, you will need to provide
WeHealth with a payment information. By submitting your payment information to us, you
authorize us to charge the applicable payment method at our convenience but within thirty (30)
days of your making the payment. You represent that you will not use any credit card or other form
of payment unless you have all necessary authorization to do so. WeHealth may seek authorization
of your credit card to validate your ability to pay the applicable charges. The authorization is not
a charge; however, the authorization may reduce your available credit by the authorization amount
until your bank’s next processing cycle. Should the amount of our authorization exceed the total
funds on deposit in your account or available credit, you may be subject to overdraft or NSF
charges by the bank issuing your debit or check card. We cannot be held responsible for these
charges and are unable to assist you in recovering them from your issuing bank.
8.5 Bank fees. Some banks and credit cards impose fees for international transactions. If you are
making a payment from outside of the United States on a US credit card, your bank may convert
the payment amount to your local currency and charge you a conversion fee. This means the
amount listed on your credit or bank card statement may be in your local currency. In addition, a
foreign transaction fee may be assessed if the bank that issued your credit card is located outside
of the United States. The currency exchange rate and foreign transaction fee is determined solely
by your bank on the day that they process the transaction. If you have any questions about these
fees or the exchange rate applied to you, please contact your bank.
9. Consent to Disclosure. You acknowledge and agree that WeHealth may disclose Your
Information if required to do so by law or in the good faith belief that such disclosure is reasonably
necessary to: (a) comply with a current judicial proceeding, a court order or legal process served
on WeHealth; (b) enforce this Agreement; (c) protect the rights, property or personal safety of
WeHealth, its members, agents, employees, users and the public; or (d) enable the transfer or sale
to another entity of all or substantially all assets in the line of business to which this Agreement
relates, or upon any other company reorganization, subject to the promises made in this
Agreement. We also may disclose any information about you to law enforcement or other
government officials as we, in our sole discretion, believe necessary or appropriate, in connection
with an investigation of fraud, intellectual property infringements, or other activity that is illegal
or that we believe may expose us or you to legal liability.
10. Your Information.
10.1 Definition. “Your Information” is defined as any information you submit or make available
(directly or indirectly), including through the registration process or through the use of the
Platform.
10.2 License. We do not claim ownership of Your Information. We will use Your Information
only in accordance with our Privacy Policy.
10.3 Restriction on use of Your Information. Except as otherwise provided in our Privacy
Policy, we will not sell, rent, or otherwise disclose any of your Personal Information (as defined
in our Privacy Policy) about you (including your email address) to any third party.
10.4 Your email address. You agree that you will provide us with your valid, current email
address, both at the time of your registration with us and from time to time as your email address
changes.
11. Use of Platform.
11.1 Control. You, and not WeHealth, are entirely responsible for all of Your Information that
you upload, post, email, transmit or otherwise make available via the Platform. We do not control
Your Information and do not guarantee the accuracy, integrity, or quality of Your Information.
You agree that under no circumstances will WeHealth, its members, employees, consultants,
agents, advisers, affiliates, subsidiaries, or its third-party partners be liable in any way for any
information, including, but not limited to, for any errors or omissions in Your Information, or for
any loss or damage of any kind incurred as a result of the use of Your Information or information
of or posted by other users posted, emailed, transmitted or otherwise made available in connection
with the Platform, or for any failure to correct or remove information.
11.2 General Practices Regarding Use of the Platform. You acknowledge and agree that we
may establish general practices and limits concerning the use of the Platform. In addition, you
acknowledge that we reserve the right to change these general practices and limits at any time, in
our sole discretion, with or without notice.
12. Communication.
12.1 Platform Communication. You understand that certain communications, such as Platform
service announcements are part of the Platform. By using the Platform, you expressly agree to
receive such communications from the Platform.
12.2 Your location. When you use the Platform, we may collect location information from the
GPS functionality on your device. You hereby authorize us and to take such actions and access
such data. You can grant or revoke your consent at any time and prevent us from continuing to
access your GPS information by changing the settings on your device.
13. Privacy. WeHealth collects registration and other information about you through the Platform.
Our collection, use, and disclosure of this information is governed by the Platform’s Privacy
Policy.
14. Links. The Platform may provide links to other apps, web sites, and online resources
(collectively, “Links”). Links may or may not have our authorization, and we may block any Links
to or from the Platform. Your use of third-party links is at your own risk. Because we have no
control over such Links, you acknowledge and agree that we are not responsible for such Links,
and do not endorse and are not responsible or liable for any content, advertising, products, or other
materials on or available from such Links. You also acknowledge and agree that WeHealth shall
not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be
caused by or in connection with the use of or reliance on any such content, goods or services
available on or through any such Links.
15. Marketing partners and third parties. Your correspondence or business dealings with, or
participation in promotions of, marketing partners or other third parties found on our Platform,
including payment and delivery of related goods or services, and any other terms, conditions,
warranties or representations associated with such dealings, are solely between you and such
marketing partner or other third party. You agree that WeHealth shall not be responsible or liable
for any loss or damage of any sort incurred as the result of any such dealings or as the result of the
presence of such marketing partners or other third parties in the Platform.
16. Indemnity. Except to the extent prohibited under applicable law, you agree to defend,
indemnify and hold us, our agents, employees, consultants, affiliates, subsidiaries and third-party
partners harmless from and against all claims, losses, costs, and expenses (including attorneys’
fees) arising out of (a) your use of, or activities in connection with, the Platform or (b) any breach
of your representations and warranties or this Agreement or the documents it incorporates by party.
17. Warranties and liability
17.1 Disclaimer of Warranties. You understand and agree that you download or otherwise obtain
material or data through the use of the Platform at your own discretion and risk and that you will
be solely responsible for any damages to your device or loss of data that results from the download
of such material or data. The Platform and all goods, services, information, and materials made
available through the Platform are provided to you “as is” without any express representations
or warranties of any kind, and we disclaim all statutory or implied representations, warranties,
terms, and conditions with respect to the Platform and all services, information, and materials
made available through the Platform, including the representations and warranties of satisfactory
quality, merchantability, fitness for a particular purpose, non-infringement, and title. We make no
representation or warranty that the Platform (or any part thereof) will be accurate, complete, or
error-free, nor that any particular software or hardware, will be compatible with the Platform,
and you hereby agree that it is your sole responsibility to (a) obtain and pay for any software,
hardware and services (including internet connectivity) needed to access and use the Platform and
(b) ensure that any software, hardware, and services that you use will function correctly with the
Platform. You agree that you must evaluate, and that you bear all risks associated with, the use of
the Platform, including any reliance on the accuracy, completeness, or usefulness of any
information or materials made available through the Platform. We disclaim any warranties
regarding the security, reliability, timeliness, and performance of the Platform. We disclaim any
warranties for any information or advice obtained through the Platform. We disclaim any
warranties for services or goods received through or advertised in the Platform or received
through any links provided by the Platform, as well as for any information or advice received
through any links provided through the Platform. In addition, no advice or information (oral or
written) obtained by you from us shall create any warranty.
17.2 Limitation of liability. We will not be liable for any indirect, incidental, consequential,
special, exemplary, or punitive damages of any kind in connection with the Platform, nor for any
damages for loss of profits, goodwill, loss of use, loss of data, loss of other intangibles, loss of
security of information you have provided in connection with your use of the Platform, or
unauthorized interception of any such information by third parties, even if advised in advance of
such damages or losses. Further, we will not be liable for damages of any kind resulting from your
use of the Platform or from any information or materials in the Platform. Your sole and exclusive
remedy for dissatisfaction with the Platform is to stop using the Platform. Our maximum liability
for all damages, losses, and causes of action, whether in contract, tort (including, without
limitation, negligence), or otherwise shall be the total amount, if any, paid by you to us to access
and use the Platform.
17.3 Exclusions. It is possible that applicable law may not allow for limitations on certain implied
warranties or exclusions or limitations of certain damages; solely to the extent that such law
applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to
you, and you may have additional rights. If applicable law prohibits the limitation or exclusion of
a party’s liability with respect to death or personal injury caused by such party’s negligence,
fraud, or any other matter, then such party’s liability will not be limited or excluded to the extent
of such prohibition under such applicable law.
18. Dispute Resolution
18.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute,
claim, or controversy arising out of or relating to this Agreement including the documents it
incorporates by reference, your use of the Platform, Your Information, or your violation of any
law or the rights of a third party. In the event that the dispute, claim or controversy is not resolved
by these negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services,
Inc. (a.k.a. “JAMS”), or its successor, for mediation pursuant to Section 18.3, and if the matter is
not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and
binding arbitration pursuant to Section 18.4. Nonetheless, legal action taken by WeHealth to
collect any fees and/or recover damages for, or obtain an injunction relating to, the Platform
operations, intellectual property shall not be submitted to mediation or arbitration except as
otherwise agreed to in writing by WeHealth.
18.2 Negotiation. Either party may initiate negotiations by providing written notice in letter form
to the other party, setting forth the subject of the dispute and the relief requested. The recipient of
such notice will respond in writing within fifteen (15) business days with a statement of its position
on and recommended solution to the dispute. If the dispute is not resolved by this exchange of
correspondence, then representatives of each party with full settlement authority will meet in
person or otherwise at a mutually agreeable time and place within thirty (30) business days of the
date of the initial notice in order to exchange relevant information and perspectives, and to attempt
to resolve the dispute.
18.3 Mediation. Either party may commence mediation by providing to JAMS and the other party
a written request for mediation, setting forth the subject of the dispute and the relief requested. The
parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel
of neutrals, and in scheduling the mediation proceedings. The parties agree that they will
participate in the mediation in good faith, and that they will share equally in its costs. All offers,
promises, conduct and statements, whether oral or written, made in the course of the mediation by
any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS
employees, are confidential, privileged and inadmissible for any purpose, including impeachment,
in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise
admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its
use in the mediation. Either party may initiate arbitration with respect to the matters submitted to
mediation by filing a written demand for arbitration at any time following the initial mediation
session or forty-five (45) days after the date of filing the written request for mediation, whichever
occurs first. The mediation may continue after the commencement of arbitration if the parties so
desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as
arbitrator in the case.
18.4 Arbitration. The parties agree that any and all disputes, claims or controversies arising out
of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or
mediation under Sections 18.2 and 18.3 shall be submitted to final and binding arbitration before
JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either
party may commence the arbitration process called for in this Agreement by filing a written
demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted
in accordance with the provisions of JAMS’ Streamlined Arbitration Rules and Procedures in effect
at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with
one another in selecting an arbitrator from JAMS’ panel of neutrals, and in scheduling the
arbitration proceedings. The parties covenant that they will participate in the arbitration in good
faith, and that they will share equally in its costs.
18.5 Enforcement. The provisions of Sections 18.3 and 18.4 may be enforced by any Court of
competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs,
fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is
ordered.
18.6 Notice; Waiver. You agree that, except as otherwise specified in Section 18.1, all disputes,
claims or controversies arising out of or relating to this Agreement will be decided by negotiation,
neutral mediation and/or neutral arbitration. Also, by agreeing to this Agreement you are giving
up your judicial rights to discovery and appeal except to the extent that they are specifically
provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this
provision, you may be compelled to arbitrate under federal or state law. Your agreement to this
arbitration provision is voluntary.
18.7 Dispute between you and third party. If you have a dispute with third party resulting from
or arising out of or in connection with your use of the Platform, you release us (and our officers,
directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown, arising out of or in any
way connected with such disputes.
18.8 Waiver of Jury Trial and Class Action. YOU ACKNOWLEDGE AND AGREE TO
WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY
TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM
ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU
AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS
AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE
ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION
ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD
INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF
AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY
THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION
CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR
INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR
LITIGATION OF DISPUTES IN COURT, YOU AND WEHEALTH BOTH WAIVE, TO THE
FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE
AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR
CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
19. Modifications and service interruption. We reserve the right at any time or times to modify
or discontinue, temporarily or permanently, all or any portion of the Platform with or without
notice. You agree that we shall not be liable to you or to any third party for any modification,
suspension or termination of the Platform. We do not guarantee continuous, uninterrupted or
secure access to the Platform, and operation of the Platform may be interfered with by numerous
factors outside of our control, maintenance or other reasons. Additionally, third parties may make
unauthorized alterations to the Platform. If you become aware of any unauthorized third party
alterations to the Platform, contact us with a description of the unauthorized third party alteration.
WeHealth assumes no responsibility for any error, omission, interruption, deletion, defect, delay
in operation or transmission, communications line failure, theft or destruction or unauthorized
access to, or alteration of, or User communications. WeHealth is not responsible for any technical
malfunction or other problems of any telephone network or service, computer systems, servers or
providers, computer or mobile phone equipment, software, failure of email or players on account
of technical problems or traffic congestion on the internet, including injury or damage to User’s or
to any other person’s computer, mobile phone, or other hardware or software, related to or resulting
from using or downloading materials in connection with the web and/or in connection with the
Platform. We do not guaranty that Platform is free from viruses, worms, Trojan horses or other
harmful components. You agree that we shall not be liable to you or to any third party for any
viruses, worms, Trojan horses or other harmful components in the Platform.
20. Termination. This Agreement is effective until terminated. We may, at any time and for any
reason, temporarily suspend, remove content or information you have posted or terminate your
access to or use of: (a) the Platform, (b) your user name and password or (c) any files or
information associated with your user name and password. You agree that any termination of your
account or access to all or any portion of the Platform under any provision of this Agreement may
be effected without prior notice, and you acknowledge and agree that we may immediately
deactivate or delete your account and all related information and files in your account and/or bar
any further access to such files or the Platform. If we terminate your access to the Platform, you
will not have the right to bring claims against us or our affiliates with respect to such
termination. We and our affiliates shall not be liable for any termination of your access to the
Platform or to any such information or files, and (except as may be required under mandatory
applicable law) shall not be required to make such information or files available to you after any
such termination. We may take steps that we believe are appropriate to enforce or verify
compliance with any part of this Agreement (including our right to cooperate with any legal
process relating to your use of the Platform or any third-party claim that your use of the Platform
is unlawful or infringes such third party’s rights). Sections 10.2, 16, 17, 18 and 28 shall survive
any expiration or termination of this Agreement.
21. Trademarks; Copyrights; Proprietary Rights. Platform’s trademarks, service marks, and
other Platform’s logos, products and service names, are trademarks of WeHealth (“Proprietary
Rights”). Except as otherwise permitted by law, you agree not to display or use in any manner the
Proprietary Rights without Platform’s prior written consent. All trademarks and service marks in
the Platform not owned by us are the property of their respective owners. You acknowledge and
agree that content contained in sponsor advertisements or information presented to you through
the Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other
proprietary rights and laws. You may not use Platform’s Proprietary Rights in connection with any
product or service that is not ours, or in any manner that is likely to cause confusion. Except as
expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell,
distribute or create derivative works based on, all or any part of the Platform or any information
or materials made available through the Platform.
Please note that unauthorized use of the Platform may subject you to civil and criminal penalties
(including, without limitation, possible monetary damages), including, without limitation, for
copyright infringement.
You hereby acknowledge that any and all (i) suggestions for correction, change and modification
to the Platform and other feedback (including but not limited to quotations of written or oral
feedback), information and reports provided to WeHealth by you (collectively “Feedback”), and
(ii) improvements, updates, modifications or enhancements, whether made, created or developed
by Platform or otherwise relating to Platform based on Feedback or otherwise (collectively,
“Update”), are and will remain the property of WeHealth. You authorize WeHealth to treat
Feedback and Update as non-confidential and non-proprietary. You acknowledge and expressly
agree that any contribution of Feedback does not and will not give or grant you any right, title or
interest in the App or in any such Feedback or Update. All Feedback and Update become the sole
and exclusive property of WeHealth and WeHealth may use and disclose Feedback and/or Update
in any manner and for any purpose whatsoever without further notice or compensation to you and
without retention by you of any proprietary or other right or claim. You hereby assign to WeHealth
any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret,
trademark, show-how, know-how, moral rights and any and all other intellectual property right)
that you may have in and to any and all Feedback and Update. At WeHealth’s request, you agree
to execute any document, registration or filing required to give effect to the foregoing assignment.
22. Copyright infringement. To comply with the Digital Millennium Copyright Act of 1998,
Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims
of copyright infringement. Please send all claims of copyright infringement to: WeHealth, Attn:
Compliance Officer, 2071 Flatbush Ave, Brooklyn NY 11234.
If you are a copyright owner (or authorized to act on behalf of the copyright owner) and have a
good faith belief that your work’s copyright is being infringed, you should submit a written
notification to us at the address and email stated above and include: (i) a physical or electronic
signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly
infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online site are covered by a single notification, a representative list
of such works at that site; (iii) identification of the material that is claimed to be infringing or to
be the subject of infringing activity and that is to be removed or access to which is to be disabled,
and information reasonably sufficient to permit us to locate the material; (iv) information
reasonably sufficient to permit us to contact the complaining party, such as an address, telephone
number, and, if available, an electronic mail address at which the complaining party may be
contacted; (v) a statement that the complaining party has a good faith belief that use of the material
in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a
statement that the information in the notification is accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly
infringed.
Upon receipt of a bona fide infringement notification, it is our policy to remove or disable access
to the infringing material.
Please note that Section 512(f) of the DMCA allows imposing liability for damages on any person
who knowingly sends meritless notices of infringement.
Any information or correspondence that you provide to us may be shared with third parties,
including the person who provided us with the allegedly infringing material.
23. No Resale. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any
commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform
for any sales of goods or services, or promotion of a company, good, or service.
24. Notices. Except as otherwise stated in this Agreement or as expressly required by local law,
any notice to us shall be given by certified postal mail to WeHealth, Attn: Compliance Officer,
2071 Flatbush Ave, Brooklyn, NY 11234, and any notice to you shall be given to the email address
that you provided us during the registration process. Notice shall be considered given 24 hours
after email is sent, unless the sending party is notified that the email address is invalid. Notice
given by postal mail shall be considered given three (3) days after the date of mailing. Notices to
you may be made via posting to the Platform, by email, or by regular mail, in our discretion.
We may also provide notice of changes to this Agreement or other matters by displaying such
notices or by providing links to such notices. You agree that a printed version of this Agreement
and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings, based upon or relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed
form. We will not be responsible for failure to fulfill any obligation due to causes beyond our
control.
25. Entire Agreement. This Agreement hereby incorporates by this reference any additional terms
that we post in the Platform (including, without limitation, our Privacy Policy and Membership
Agreement) and, except as otherwise expressly stated herein, this Agreement is the entire
Agreement between you and us relating to the subject matter herein and supersedes any and all
prior or contemporaneous written or oral agreements or understandings between you and us
relating to such subject matter.
26. No Agency. No agency, partnership, joint venture, employee-employer or franchiserfranchisee
relationship between you and the Platform is intended or created by this Agreement.
27. Governing Law. You hereby agree that this Agreement (and any claim or dispute arising in
connection with this Agreement or your use of the Platform) is governed by and shall be construed
in accordance with the laws of the State of New York, without regard to its principles of conflicts
of law, and you consent to the exclusive jurisdiction of the federal and state courts located in State
of New York, and waive any jurisdictional, venue, or inconvenient forum objections thereto.
28. Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements
may be automatically assigned by the Platform, in our sole discretion, to one or more third parties
in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of
Platform’s assets, or similar transaction. You may not assign, transfer, or sublicense any or all of
your rights or obligations under this Agreement without WeHealth’s express prior written consent.
29. No Waiver. WeHealth’s failure to exercise or enforce any right or provision of this Agreement
shall not constitute a waiver of such right or provision and does not waive our right to act with
respect to subsequent or similar breaches.
30. Severance. If any provision of this Agreement is found to be invalid by a court of competent
jurisdiction, you and the Platform nevertheless agree that the court should endeavor to give effect
to the parties’ intentions as reflected in the provision, and that the other provisions of this
Agreement will remain in full force and effect.
31. Limitation. You and the Platform each agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to the use of the Platform or this
Agreement must be filed within one (1) year after the claim or cause of action arose or be forever
barred.
32. Titles. The section titles in this Agreement are for convenience only and have no legal or
contractual effect.
33. Information or Complaints. If you have a question or a complaint regarding the Platform,
please feel free to contact us at WeHealth, Attn: Compliance Officer, 2071 Flatbush Ave,
Brooklyn, NY 11234, or by calling us at 1-800-WeHealth.
34. ADA Compliance, Disabilities, Accessibility. WeHealth attempts to make its information
accessible to all individuals. If you use special adaptive equipment and encounter problems when
using our Platform, please report them using the following contact information: 1-800-WeHealth.
We will let you know if the information is available in an alternate format. We strive to meet World
Wide Web Consortium (W3C) Recommendations and other web industry standards, specifically
conforming to HTML 5, CSS Level 3, WAI-ARIA, and the U.S. Access Board’s Section 508
guidelines.
WeHealth is committed to making its Platform available to as many people as possible and
makes every effort to ensure its communications are accessible to those with special needs,
including those with visual, hearing, cognitive and motor impairments.
If you come across a page you find difficult to use, please contact us at 1-800-WeHealth.
All materials © 2018 WeHealth unless otherwise noted. All rights reserved.
