USER AGREEMENT AND AUTHORIZATION FOR USE OF MY INFORMATION BY WELLBODY, LLC.
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING.
By accepting, you are indicating that you have read and understand this User Agreement (this "Agreement") , and are agreeing to the following terms as an agreement between you as a subscriber of the online services of Wellbody, LLC. ("Wellbody") and Wellbody, and your acceptance is your indication that you assent to be bound by this Agreement. You are referred to in the following agreement as "I" or "me."
As a condition to my subscription to and my right to use Wellbody Services defined below, Wellbody and I agree as follows:
1. Access to Wellbody Services. Wellbody operates an online wellness service and manages a network system facilitating and enabling its subscribers ("Subscribers") to identify, engage, communicate with, and pay (i) health coaches (“Health Coaches”) to provide motivation and action plans for addressing lifestyle factors such as nutrition, exercise, sleep management, and stress management and (ii) healthcare providers ("Health Advisors") to obtain laboratory diagnostic testing and medical advice regarding the results of such diagnostic tests and other wellness-oriented advice (the "Wellbody Services"). The network system is a service intended to assist Subscribers by connecting them to Health Advisors, it is not a medical device and Wellbody does not directly or indirectly practice medicine, nor does it dispense medical advice, diagnosis, treatment or any other medical service as part of the Wellbody Services. Subject to the terms of this Agreement and my payment of the Services Fees (defined below), during the term of my subscription, Wellbody grants me a non-sublicensable, non-transferable, non-exclusive subscription to access and use Wellbody Services solely for my personal wellness, and not for resale or to provide services to third parties.
I agree that I will not, and will not attempt to: (a) interfere in any manner with the operation of Wellbody Services, or the hardware and network used to operate Wellbody Services; (b) sublicense or transfer any of my rights under this Agreement or otherwise use Wellbody Services for the benefit of a third party or to operate a service bureau; (c) modify, copy or make derivative works based on any part of Wellbody Services; (d) create Internet "links" to or from Wellbody Services, or "frame" or "mirror" any of Wellbody content which forms part of Wellbody Services; or (e) otherwise use Wellbody Services in any manner that exceeds the scope of use granted above. I agree to comply with the Wellbody Services System Rules posted from time to time at www.Wellbody.co or any web page accessed through that site.
I understand that there are risks presented by participating in using Wellbody Services including receipt by me of information about my health (such as genetic or metabolic characteristics) that I would prefer not to know, and which may indicate conditions or problems that may be upsetting to me or even incurable, and I assume those risks.
2. Primary Care Physician. I represent and warrant that I am in good health, have had a recent health checkup, and have and will maintain a primary care physician, and I understand and agree that use of Wellbody and Health Advisors is not a substitute for seeking the advice of my primary care physician or other qualified health care professionals. I agree that I will never delay seeking advice from my primary care physician or other health professionals due to information provided through Wellbody or Health Advisors. I will seek emergency help when needed, and continue to consult with my primary care physician as recommended by Health Advisors and by my primary care physician.
3. Changes . Wellbody Services, and the business, development and activities of Wellbody, are subject to change during my subscription as determined from time to time by Wellbody in its discretion. Wellbody has no obligations to create or include additional features or functionality for Wellbody Services or correct any errors. Wellbody may modify the terms of this Agreement on at least 30 days notice, and if I do not accept such modified terms I agree that I may cancel my subscription, but if I do not cancel my subscription, I agree that I am bound to such modification.
4. Registration and Health Information . I have provided or will provide to Wellbody personal information that may include my name, address, telephone number, fax number, email address, insurance information, and other information required by Wellbody to register me as a Subscriber ("Registration Information"), and medical history, behavioral information, nutritional information and other health, family and personal background information ("Health Information"). Health Information that does not include any personally identifying information such as my name, the names of my health care providers and relatives, is my "De-Identified Information." I understand that I can update or revise my Registration Information and Health Information through a process available on Wellbody website. I represent and warrant that (i) my Registration Information and Health Information will at all times be true, accurate and complete, and (ii) I am the person whose name and information I have provided and (iii) I am an adult 18 years of age or older residing in the United States.
5. Use of Services . Genetic, metabolic and other diagnostic testing by clinical laboratories ("Testing Laboratories") will be performed independent of Wellbody Services and ordered by Subscribers in accordance with applicable state laws. I will submit samples to Testing Laboratories through a process established by Testing Laboratories and coordinated by Wellbody from time to time, and I agree to execute waivers and authorizations that may be provided to me at the time my samples are collected. The samples I submit to Testing Laboratories may include blood, saliva, hair and other biological samples and are referred to as my "Laboratory Samples". I will not submit my Laboratory Samples directly to Wellbody. I understand that diagnostic testing on my Laboratory Samples may be ordered by my Health Advisor at their discretion and the results will be received by my Health Advisor. Upon my execution of the proper consent and HIPAA Authorization, the results from such testing ("Testing Results") will also be sent to Wellbody by Testing Laboratories to provide certain Wellbody Services. I may also purchase other goods and services from third parties made available to me by Wellbody ("Goods and Services").
6. Third Party Programs . I may subscribe for certain Wellbody Services and Goods and Services through a program sponsored by a third party such as my employer, a group to which I belong or other third party. I understand that my subscription and participation through such program will be subject to the terms of such program, which may include provision to a third party administrator, your employer or other group information about me, including whether and to what extent I have participated. Wellbody will not provide information regarding my health in a form that can be identified to me, without my specific approval through a click through or other “opt-in” mechanism.
7. Feedback . I may in my discretion choose to provide written or verbal feedback, comments, or input to Wellbody relating to current or future Wellbody Services or other opportunities for Wellbody ("Feedback"). I hereby assign to Wellbody all right, title and interest in any Feedback, including any Intellectual Property Rights (defined below) therein.
8. Costs and Payments . I acknowledge and agree that I will be responsible for all applicable fees for Wellbody Services and the Goods and Services I purchase (the fees for Wellbody Services are the "Services Fees") and for any applicable cancellation fees for cancellation of appointments without the required advance notice. Services Fees are established and subject to modification by Wellbody from time to time as determined by Wellbody. I understand that Wellbody will bill me for all Services Fees and for all Goods and Services, and I will pay such invoices when they are due. Wellbody may bill me in advance and may provide Wellbody Services and Goods and Services only after I pay my outstanding bills. I acknowledge that the Services Fees do not include and I will be fully responsible for all charges for goods and services provided by Health Advisors to be established by Health Advisors (“Other Fees”) which will be invoiced to me and paid through the network system managed by Wellbody. Wellbody may provide a single invoice for all Wellbody, Health Advisors and Testing Laboratories services, and I understand that such fees are separate and collected by Wellbody as an agent or conduit for such Health Advisors and Testing Laboratories. By providing my credit card account information for payment of Services Fees and Other Charges, I represent and warrant that the credit card for which I provide account information is my credit card and I authorize Wellbody to charge to such credit card all applicable charges for the Wellbody Services, services of Health Advisors, and Goods and Services I have ordered.
10. No Medical or Health Services . I understand that Wellbody is not a Health Advisor or a Testing Laboratory, and Wellbody does not provide medical advice, nor does Wellbody itself perform any testing on my samples to provide Testing Results. Wellbody facilitates data gathering and conducting data analyses that may help Subscribers take a more active role in their well-being. I understand and agree that Health Advisors are not the employees, agents or subcontractors of Wellbody and not providing services on behalf of Wellbody, but instead are independent professionals solely responsible for the services each provides to me. Wellbody does not practice medicine, and does not interfere with the practice of medicine or any other licensed profession by Health Advisors, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license.
11. Health Coach Liability . In consideration of my being allowed to receive health coaching services from a Health Coach, and, in that process, to be coached in fitness, nutrition, weight management, stress management, and/ or health risk management, I do hereby waive, release, and forever discharge Wellbody LLC and its officers, agents, independent contractors, employees, representatives, executors, and all others from any and all responsibility or liability for injuries or damages resulting from my participation in any activities or my use of fitness equipment or any other equipment or machinery arising out of my participation in any activities under such coaching. I do also hereby release all of those mentioned and any others acting upon their behalf from any responsibility or liability for any injury or damage to myself, including those caused by the negligent act or omission of any of those mentioned or others acting on their behalf or in any way arising out of or connected with my participation in any activities of health coaching. I understand that as a part of the health coaching I may be coached to, or it may be suggested that I, participate in fitness activities, e.g., exercise, aerobic training, strength training, flexibility training, etc., that could be potentially hazardous. I also understand that such activities involve risks of injury and even death, and that I am voluntarily participating in these activities and using equipment and machinery with knowledge of the dangers involved. I hereby agree to expressly assume and accept any and all risks of injury or death. I do hereby further acknowledge that I have either had a physical examination and have been given a physician`s permission to participate or that I have decided to participate in activity and or use of equipment and machinery without the approval of my physician and do hereby assume all responsibility and risks of injury or death from such participation and activities.
12. HIPAA Acknowledgment . I agree to provide a separate HIPAA AUTHORIZATION available at https://wwws.Wellbody.co/hipaa_authorization before accessing Wellbody Services, which Wellbody is authorized to provide to my Health Advisors and Testing Laboratories but I understand that my Health Advisors and Testing Laboratories may require my execution of additional documents authorizing their disclosure of My Information. My Health Advisors and others I authorize will have access to My Information, and Wellbody may use My Information as provided in this Agreement and my applicable HIPAA Authorization.
13. Limitations . NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR DIRECT DAMAGES IN AN AMOUNT GREATER THAN $10,000, EXCEPT FOR A VIOLATION OF SECTION 16. NEITHER WELLBODY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS ARE LIABLE FOR THE ACTIONS OR OMISSIONS OF TESTING LABORATORIES OR HEALTH ADVISORS, AND I HEREBY AGREE THAT I WAIVE ANY AND ALL CLAIMS AGAINST ANY OF THEM ARISING FROM OR RELATING TO THE SERVICES PROVIDED TO ME BY TESTING LABORATORIES OR HEALTH ADVISORS.
14. Termination . Unless earlier terminated pursuant to this Agreement, the term of this Agreement ("Term") will commence upon my checking the "Accept" box and will continue for the period of time I am a subscriber to Wellbody Services. The minimum term length for any subscription to a Wellbody Service is 3 months from the date of commencement. After the initial 3 month term, either party may terminate this Agreement at any time on written notice with or without any reason. Upon termination:
a. Wellbody will not thereafter share Registration Information with any other party.
c. My access rights to Wellbody Services shall terminate.
d. All outstanding fees owed to Wellbody and/or Health Advisors shall become due and payable.
e. All Sections which by their nature survive termination of this Agreement shall survive.
I understand that, upon termination, I will not receive any refund or partial refund for any charges already billed to my account. I understand and agree that termination of this Agreement is my sole right and remedy with respect to any dispute with Wellbody. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Wellbody's enforcement or application of this Agreement; (2) any policy or practice of Wellbody or Wellbody's enforcement or application of these policies; (3) my ability to access and/or use Wellbody Services; (4) any Wellbody software or services provided by or through Wellbody; or (5) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.
15. Notices . If there is an actual or suspected breach of the security of My Information, or any unpermitted disclosure or use of My Information, and Wellbody is required to provide notice of such actual or suspected breach or unpermitted disclosure or use to me under applicable federal or state law I hereby agree that, if allowed by law, such notice may be provided by Wellbody by email to the email address provided by me during my member registration, or as updated by me thereafter by written notice to Wellbody.
16. No Warranties . ALL SERVICES AND PRODUCTS PROVIDED BY WELLBODY ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY EXPRESS OR IMPLIED, AND WELLBODY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. Without limiting the preceding sentence, I acknowledge and agree that Wellbody is not responsible for the actions or omissions of my Health Advisors or Testing Laboratories.
17. Ownership. Wellbody owns all right, title and interest to its software, processes, methodologies, documents and other materials, and all patent, copyright, trademark, and other rights of any nature arising from or relating in any way thereto ("Intellectual Property Rights"). No right to the Intellectual Property Rights of Wellbody is granted to me except to permit me to use Wellbody Services as a Subscriber.
18. Severability. Any provision of this Agreement determined to be void, invalid or unenforceable will be deemed modified to the minimum extent necessary to be effective, valid and enforceable, and the other provisions of this Agreement will in full force and effect and enforceable according to their terms.
20. Binding Arbitration and Equitable Relief . Any dispute arising under or relating in any way to this Agreement will be resolved exclusively by final and binding arbitration in Austin, Texas under the rules of the American Arbitration Association, except as set forth in the next sentence. Pending resolution by such final and binding arbitration, either party is entitled to seek temporary and preliminary specific performance and injunctive relief in any court of competent jurisdiction, without the posting of bond or other security, and the parties agree to the personal and subject matter jurisdiction and venue of the courts located in Austin, Texas, for any such action.
© 2018 Wellbody, LLC. All rights reserved.
Date of Last Revision: May 2018