Terms of Use

Terms of Use for Digital Services

EFFECTIVE DATE: 1/1/2020

LAST UPDATED: 3/13/2020

Please read this terms of use agreement (the "agreement") carefully. By accessing or using any website, mobile site, mobile application, social media channel (e.g., Facebook, Twitter, or Instagram), or other digital platform owned and/or operated by WR II Corp (“THE WELL” or"us" or "we" or "our"), its affiliates or agents (collectively, the "Digital Services") in any way, including using the services and resources available or enabled via the Digital Services by us, completing the registration process, making a purchase, or merely browsing the Digital Services, you represent that (1) you have read, understand, and agree to be bound by these Terms of Use for Digital Services (“Terms, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Agreement. If you do not agree to be bound by the Terms, you may not access or use the Digital Services.

Some Digital Services may be offered on a subscription basis.If you subscribe to such services for an initial term, then the subscription will be automatically renewed for additional periods and for the fees disclosed at to you at the time of subscription unless you cancel your subscription in before the renewal date. You may cancel your subscription at any time by emailing us at hello@the-well.com.

These Terms include a provision that generally requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.Please see the Arbitration Agreement section below for information.

Some Digital Services may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will be presented to you for your acceptance before your use of the supplemental Service. The Supplemental Terms shall be governed by the Terms. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the supplemental service.

Please note that these Terms are subject to change by us in our sole discretion at any time. When changes are made, we will make a new copy of the Terms available on our website. We will also update the "Last Updated" date at the top of the Terms. We may provide additional notice via posting on other Digital Services or via communications with you.Any changes to the Terms will be effective immediately for new users of Digital Services and will be effective thirty (30) days after we post the updated Terms on our website for existing users. We may require you to provide consent to the updated Terms before further use of the Digital Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Digital Services. Otherwise, your continued use of the Digital Services constitutes your acceptance of such change(s). Please regularly check the Digital Services to view the then-current Terms.

YOUR USE OF THE DIGITAL SERVICES

We grant you a limited license to access and use the Digital Services for your personal use, and to copy, distribute and transmit the content of the Digital Services only to the extent that such copying, distribution and transmission is automatically and incidentally done through the software or hardware you use to access or use the Digital Services for your personal use.

The sale or linking of our products on or to any third party e-commerce site, marketplace or mobile application without our specific written consent is expressly prohibited.

You shall not:

(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Digital Services;

(b) frame or utilize framing techniques to enclose any of our trademarks, logos, or other intellectual property (including images, text, page layout or form);

(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Digital Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any part of the Digital Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Digital Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(f) except as expressly stated herein or as permitted under Supplemental Terms, copy, reproduce, modify, delete, alter, distribute, republish, download, display, post or transmit in any form or by any means any part of the Digital Services;

(g) remove or destroy any copyright notices or other proprietary markings contained on or in the Digital Services;

(h)use the Digital Services for any illegal purpose;

(i) provide or post any material or information in violation of any applicable law or regulation;

(j) provide or post information that is defamatory, harassing, offensive, threatening, obscene, or otherwise inappropriate or disruptive;

(k) impersonate any other person while using the Digital Services;

(l) interfere or tamper with the functioning of the Digital Services, or attempt to gain access to information or control of the Digital Services not specifically granted to you by us;

(m) attempt to upload viruses or other malicious code to the Digital Services;

(n) compile any database or list of other Digital Service visitors, or use the Digital Services to facilitate the sending of any spam, bulk email, or email offering to sell goods or provide services; or

(o) access or attempt to access any restricted portion of the Digital Services unless you have specifically been granted access by us.

Any future release, update or other addition to the Digital Services shall be subject to these Terms. We, our suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Digital Services terminates the licenses granted by us pursuant to these Terms.

ACCOUNTS

To use certain features of the Digital Services, we may require that you create a password-protected account. You are responsible for keeping your username and password confidential and secure.You are responsible for all activities conducted using your username and password.You shall immediately notify us of any unauthorized use of your username or password or identification or any other breach or threatened breach of the security of the Digital Services.

In order to access or use certain features of the Digital Services, you may be required to link your THE WELL account with a social networking service or other third party account, such as Facebook ("SNS" and each such account, a "Third-Party Account").You represent that you have the right to grant us access to any Third-Party Account that you link with your THE WELL account (including, but not limited to, for use for the purposes described herein or in Supplemental Terms) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without requiring us to pay any fees or subjecting us to any usage limitations imposed by such third-party service providers. By granting us access to any Third-Party Accounts, we may access, make available and store (if applicable) any photographs, information, data, text, software, graphics, video, messages, tags and/or other materials accessible through the Digital Services ("Content") that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Digital Services via your account. We may also permit you to share Content obtained or accessed through the Digital Services with such Third-Party Account. You have the ability to disable the connection between your account and your Third-Party Accounts at any time by accessing the "Settings" section of the Digital Services.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY PROVIDERS, AND WE WILL HAVE NO LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED BY SUCH THIRD-PARTY PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

We make no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and we are not responsible for any SNS Content.

YOU ARE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE DIGITAL SERVICES BY ANYONE USING YOUR USERNAME AND PASSWORD, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSACTIONS, AND TRANSMISSIONS CONDUCTED AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

PURCHASES, RENEWAL AND CANCELLATION

Currently, we only ship to addresses within the United States.

If you purchase a subscription to products through our Digital Services, we will send you a shipment based on the subscription period offered or selected.Your subscription will continue, and we will charge the payment method you provide in accord with the terms disclosed to you at the time you signed up for the subscription until you cancel by emailing us at hello@the-well.com.

To the extent permitted by applicable law, fees for the Digital Services or subscription services are non-refundable.So if you cancel your subscription, we will send you any outstanding supply of products or provide Digital Services for the remainder of the subscription period, but we will not refund you any amounts for shipments or services not received as of the date of cancellation.

After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period (each a "Renewal Commencement Date") and continue for the remainder of the subscription period, at our then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into your account to manage your subscription or by emailing us at hello@the-well.com.

By subscribing, you authorize us to charge your payment method as disclosed in the subscription terms. If you cancel your subscription, your subscription will terminate. You agree that we may either terminate or suspend your subscription for any reason at any time in our sole discretion.

BILLING AND PAYMENTS

You may be charged local tax for your purchases, if applicable. If your payment method is declined, we will attempt to process your charge until the transaction is approved. If we are unable to complete the transaction, we may contact you directly to update your account information.

We use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). You hereby consent to provide and authorize WR II Corp. and its third-party service provider to share any information and payment instructions you provide to the extent required to complete payment transactions in accordance with the Terms, including personal, financial, credit card payment, and transaction information. Upon initial registration of your payment card, you may see a pending charge as part of the authorization confirmation process. This is not a charge and is used to confirm account authenticity. The pending charge should automatically clear on its own. If you have any issues, please contact hello@the-well.com.

We are not responsible for any fees or charges that your bank or credit card issuer may apply.

The risk of loss and title for items purchased by you passes to you upon our delivery of the items to the carrier. If you would like to receive a refund for any reason, please contact us at hello@the-well.com. Refunds will be issued by us in our sole discretion.

PRODUCT REVIEWS

The Digital Services may allow users to post reviews, ratings and comments about products, services, or THE WELL (collectively, "Reviews"). You are solely responsible for any content, opinion, statement, recommendation or advance contained therein. Reviews posted on our Services are not endorsed by THE WELL and do not represent the views of THE WELL. You acknowledge that any opinions, statements, recommendations, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. That means that you, and not THE WELL, are solely responsible and liable for any Reviews that you post, including the content contained therein. By posting a Review, you grant THE WELL a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) host, use, reproduce, modify, run, adapt, translate, distribute, publish, create derivative works from and publicly display and perform the content contained in your Review throughout the world in any media, now known or hereafter devised; (b) make the Review available to the rest of the world and to let others do the same; (c) to provide, promote, and improve the Digital Services and to make your Review shared on the Digital Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such content of yours on other media and services, subject to our Privacy Policy and this Agreement; and (d) use the name and/or trademark that you submit in connection with such Review of yours. You acknowledge that THE WELL may choose to provide attribution of your Review at our discretion. You further grant THE WELL the right to pursue at law any person or entity that violates your or THE WELL’s rights in your Review by a breach of this Agreement. You acknowledge and agree that your Review is non-confidential and non-proprietary. You affirm, represent and warrant that you own or have the necessary licenses, rights (including copyright and other proprietary rights), consents and permissions to publish and otherwise use (and for THE WELL to publish and otherwise use) your Review as authorized herein.

THE WELL reserves the right to refuse to post or remove any material submitted or posted in any Review. Notwithstanding the foregoing, You acknowledge that THE WELL is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. THE WELL does not assume liability for Reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect users to maintain a high level of integrity with respect to Reviews posted through the Digital Services, you agree: (i) to base any review you post only on your first-hand experience with the product you are reviewing; (ii) you will not submit a Review in exchange for payment or other benefits from any individual or entity; and (iii) your Review will comply with the terms set forth herein. If THE WELL determines, in our sole discretion, that any Review could diminish the integrity of the Digital Services, we may exclude such Review without notice. Further, THE WELL may remove any Reviews in the event it determines, in its sole discretion, that a Review:

Is false, unlawful, misleading, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing (or advocates harassment of another person), threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

Is patently offensive to the online community, such as that which promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

Would constitute, encourage, promote or provide instructions for conduct of an illegal activity, a criminal offense, give rise to civil liability, violate the rights of any party in any country of the world, or that would otherwise create liability or violate any local, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of any securities exchange, including but not limited to, the New York Stock Exchange (NYSE) and/or the NASDAQ;

Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy or providing or creating computer viruses;

May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

Constitutes mass mailings or "spamming", "junk mail", "chain letters" or "pyramid schemes";

Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including THE WELL;

Includes private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers and credit card numbers;

Include or are intended to facilitate viruses, corrupted data or other harmful, disruptive or destructive files;

Is unrelated to the topic of the Reviews or products in which such Review is posted; or

(i) is otherwise objectionable, (ii) restricts or inhibits any other person from using or enjoying the Digital Services, or (iii) may expose THE WELL or its users to any harm or liability of any type.

DISCLAIMERS

YOUR USE OF THE DIGITAL SERVICES IS AT YOUR OWN RISK. YOU ASSUME THE RISK OF ALL DAMAGES OR LOSS FROM THE USE OF, OR INABILITY TO USE, THE DIGITAL SWERVICES.WE DO NOT PROMISE, COVENANT, REPRESENT, WARRANT OR GUARANTEE THAT YOU OR ANY OTHER USER OF THE DIGITAL SERVICES WILL OBTAIN ANY PARTICULAR OR TANGIBLE RESULT OR GOAL THROUGH THE USE OF THEDIGITAL SERVICES, OR ANY PRODUCT OR SERVICE MADE AVAILABLE ON OR THROUGH THE DIGITAL SERVICES.

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, THE DIGITAL SERVICES AND THE PRODUCTS OFFERED ON THE DIGITAL SERVICES ARE PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND, UNLESS SPECIFICALLY SET FORTH OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED ON THE DIGITAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED OR THAT THE DIGITAL SERVICES OR THE SERVERS OR OTHER ASSETS THAT SUPPORT THE DIGITAL SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE DIGITAL SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE DIGITAL SERVICES IS TO REFRAIN FROM USING THE DIGITAL SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE DIGITAL SERVICES, INCLUDING IN CONNECTION WITH THE PRODUCTS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

NOTICE REGARDING MEDICAL ADVICE

THE DIGITIAL SERVICES DO NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE. NOTHING STATED OR POSTED ON THE DIGITAL SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE. THE MATERIALS ON THE DIGITAL SERVICES, SUCH AS TEXT, GRAPHICS, IMAGES, AND INFORMATION OBTAINED FROM THE DIGITAL SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE DIGITAL SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE OBTAINED THROUGH THE DIGITAL SERVICES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DIGITAL SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE DIGITAL SERVICES , ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE DIGITAL SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED THROUGH THE DIGITAL SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THEDIGITAL SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE DIGITAL SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY US AS A RESULT OF YOUR USE OF THE DIGITAL SERVICES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID US ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

COPYRIGHT

The technology underlying the Digital Services and the entire contents of the Digital Services including, but not limited to, text, graphics, images, audio clips, digital downloads, data compilation or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of WR II Corp or other parties, and is protected by copyright and other intellectual property or proprietary rights. The collective work includes works that are licensed to WR II Corp. 2020. WR II Corp. All rights reserved.

TRADEMARKS

All trademarks, service marks and trade names of WR II Corp. on the Digital Services, including THE WELL mark, are trademarks or registered trademarks of WR II Corp. or their respective owners.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless WR II Corp., its affiliates, their successors and assigns, and their respective officers, directors, employees, agents, licensors and suppliers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms , or any activity related to use of the Digital Services (including negligent or wrongful conduct)by you or any other person accessing the Digital Services using your username and password, or your ability or inability to use the Digital Services, including any products purchased thereon.

PRIVACY

By accepting the Terms and submitting your personal information on the Digital Services, you understand and agree that we may use, collect and share such information in accordance with our Privacy Policy. Our Privacy Policy is incorporated by reference into the Terms.

THIRD-PARTY LINKS AND SITES

The Digital Services may link to other services operated by third parties. We have no control over these linked services. We are not responsible for and do not endorse or accept any responsibility for the availability, contents, products, services or use of any third party services. These linked services are only for your convenience and therefore you access them at your own risk. You acknowledge that you bear all risks associated with access to and use of content provided on a third party service and agree that we are not responsible for any loss or damage you may incur from dealing with such a third party service. You should contact the administrator for the applicable third party service if you have any concerns regarding such links or the content located on any such third party service.

FEEDBACK

You agree that submission of any ideas, suggestions, documents, and/or proposals to us through its suggestion, feedback, wiki, forum or similar pages ( "Feedback" ) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Digital Services.

ELECTRONIC COMMUNICATIONS

When you use the Digital Services, you can enter into agreements and make purchases electronically. You agree to the use of electronic records and signatures in association with the Digital Services. Your agreement and intent to use electronic records and signatures applies to all transactions you enter into on the Digital Services or, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications. If you do not wish to use electronic records and signatures, do not use the Digital Services. You may have a legal right to receive certain information from us in writing. You agree that we may use e-mail and other electronic means to provide you with such information as well as for other communications. To access and retain this information you will need to provide us with an active e-mail account, and you must have an Internet-connected device that is capable of receiving HTML e-mails and a method of storing or printing those e-mails. You may have a legal right to receive paper copies of certain notices or to withdraw your consent for us to use electronic records to provide you with information that is required by law to be in writing. To inquire about or exercise the rights you may have, contact us via the channels listed below. You confirm that you have the ability to access and retain e-mails.

MISCELLANEOUS

Your use of the Digital Services shall be governed in all respects by the laws of the state ofNew York, U.S.A., without regard to choice of law provisions.

You agree that THE WELL in its sole discretion may terminate your account (or any part thereof) or use of the Digital Services at any time and for any reason.You agree that any such actions may be effective without prior notice to you.

THE WELL may discontinue all or part of the Digital Services at any time, in our sole discretion. We may block or limit your access to the Digital Services, with or without notice to you, and without liability to you, if we determine that: (a) you have violated these Terms; (b) that you have violated any applicable law or regulation relating to your use of the Digital Services; (c) you engage in any conduct which THE WELL, in its sole discretion, believes is offensive, harmful, defamatory, or otherwise harmful to THE WELL or others.To ensure that we provide a high-quality experience for you and for other users of the Digital Services, you agree that we and/or our representatives may access and/or review information provided when you comment on the Digital Services on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Digital Services.

The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages or delays of transportation or shipping facilities, fuel, energy, labor or materials.

Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

If any portion of The Terms is held to be invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

The Digital Services may not be suitable for minors.Minors and children (persons under the age of 18) are encouraged not to use the Digital Services unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using the Digital Services unsupervised, and/or by registering for an account, you warrant that you are 18 years of age or older. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that THE WELL does not endorse any of the products or services identified on such sites.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Digital Services infringe your copyright, you (or your agent) may send to THE WELL a written notice by mail, e-mail or fax, requesting that THE WELL remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to THE WELL a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details.

ARBITRATION AGREEMENT

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Digital Services, to any products sold or distributed through the Digital Services, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH WR II CORP., YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST US ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

Arbitration Rules and Forum. To begin an arbitration proceeding, you must send a letter to us requesting arbitration and describing your claim at the address listed below. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS's filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, in New York City, NY,or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND WR II CORP. HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in 1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in the Federal or state courts of New York City, NY.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: hello@the-well.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.

Contact Us. If you have any questions or concerns about the Digital Services or the Terms, please contact us

By email: hello@the-well.com

By mail: THE WELL, 2 E 15th Street, New York, NY 10003

Terms of Use for THE WELL New York

THE WELL New York, 2 East 15th Street, LLC

EFFECTIVE DATE: 1/1/2018

LAST UPDATED: 2/23/2021

Terms & Conditions

These Terms and Conditions (the “Terms and Conditions”) for WRII Corp. d/b/a/ THE WELL (“The Well” or the "Facilities" or the “Company”) are intended to be a guide to the use of the facilities. They are not intended to deal with all conceivable issues that may arise in connection with your use of Facilities or its affiliated services. These Terms and Conditions are established by Company and its affiliates to protect the company, its affiliates and their respective employees, and to promote the health, safety, welfare and enjoyment of our guests and all other persons using the facilities and receiving services from THE WELL and its affiliates. THE WELL is committed to providing all guests with an enjoyable, beneficial and safe experience. To uphold these standards, guests are expected to act in a manner consistent with good taste. THE WELL may amend these Terms and Conditions from time to time as it determines appropriate in its sole discretion.

Guest Privileges

Classes and Workshops: Please allow enough time to sign in before each class. Do not enter a class late or leave early unless you give the instructor prior notice. If you are just starting classes or one-on-one training, or have a preexisting injury or problems that prevent full participation, please discuss the situation with the instructor or trainer before class.

Medical and Spa Appointments: THE WELL is affiliated with a medical practice, Lipman Medical Services, PLLC (the “PLLC” or the “Practice”), which is located within the facilities. To schedule an appointment for medical or spa treatments, please contact reservations who will be able to schedule you. To ensure your preferred time and service is available we recommend booking in advance. All treatments and packages are guaranteed when you provide your credit card at the time of booking. We recommend you arrive up to 25 minutes in advance of your treatment. Please be advised that late arrivals will result in a reduction of treatment time. For spa services, towels, robes, slippers and other amenities will be provided.

Medical Appointments & Health Intake Forms: Guests may be asked to complete a health survey, which shall be kept completely private and confidential between the guest and THE WELL (except that upon your authorization, THE WELL may share this information with the Practice). Facilities staff needs to be aware of any health conditions, allergies or injuries which could affect your choice of treatment when making your reservation. Similarly, upon your authorization, certain additional health information you provide to the Practice (or that is contained in the Practice’s files for you following your medical visit) may be shared with THE WELL solely for informational purposes and to help THE WELL meet your fitness and wellness needs. Again, any shared information between THE WELL and the Practice will be kept completely confidential by the receiving entity. Moreover, you are under no obligation to authorize this sharing of information if you choose not to do so.

Fitness Room: The Fitness Room is open seven days a week during facilities hours of operation. Hours are subject to change. Appropriate attire and shoes are required for safe use of the equipment. Fitness Room access is based on availability. THE WELL staff have the right to deny access. Guests assume full risk of loss and responsibility for damage to their health or property.

Outside Trainers, Coaches, Therapists: The use of non-THE WELL trainers, coaches, therapists and other practitioners at the facilities is strictly prohibited. Any services performed at the facilities must be provided by THE WELL staff and must be scheduled through our reservations office.

Revocation of Privileges: THE WELL reserves the right to revoke and cancel any appointment or guest privilege at any time for any reason without explicit explanation. By way of example and without limiting the generality of the foregoing, THE WELL may revoke the privileges of any guest if guest violates any rules, regulations or policies of the facilities or engages in any conduct (whether or not at the facilities or directly related to the facilities) deemed by THE WELL to be likely to endanger the welfare, safety, harmony or good reputation of THE WELL or its guests or is otherwise improper as determined by THE WELL in its sole discretion. Cancelled appointments are non-appealable and at the sole discretion of THE WELL.

Gift Cards: Gift cards are non-transferable, are not exchangeable for cash or replaced if lost or stolen. Gift cards expire 5 years from the date of issue.

FEES AND CHARGES

Gratuity: For your convenience, 20% gratuity will be added to spa treatments and certain other services. In all cases, this goes 100% to your practitioner. Guests may increase or decrease the gratuity percentage by signing the ticket invoice and changing the amount of the gratuity as they deem appropriate.

Facilities Fee: Visits that include appointments for any of the following services are subject to a Facilities Fee of $10: bodywork, facial, acupuncture, vibrational energy healing, cold plunge or infrared sauna. This fee is charged only once per visit, regardless of the number of service bookings. Member visits are exempt from the Facilities Fee.

Cancellation Fees: A 100% charge will be incurred for any treatment, class or medical appointment not canceled at least 24 hours prior to your scheduled time.

Towels, Robes and Slippers: Towels, robes and slippers received upon check-in or used throughout visit must be returned to the proper receptacles upon exiting the Locker Room; failure to do so will result in a charge assessed to the guest upon check out.

Spa Services Pricing: Bodywork & Massage as well as Skin Health & Facial appointments are offered at Preferred Pricing Mondays through Thursdays. Select holidays and all other days of the week are offered at our Standard Pricing. Availability and pricing are subject to change.

GENERAL FACILITY RULES & GUIDELINES

Privacy: Please be respectful of other Guests’ privacy and be thoughtful about approaching other guests you do not know. Violation of our privacy policy may result in revocation of guest privileges.

Mobile Phones: To protect the relaxed atmosphere, guests are not allowed to take or receive calls within the facilities. Please be aware of your surroundings. Guests should use devices (e.g., text and e-mail) so as not to interfere with another guest’s use and enjoyment of the facilities. Guests are not allowed to use phones or devices in the locker rooms or relaxation areas and under no circumstances are permitted to post images of other Guests on social media without their express consent.

Lost and Found: THE WELL will not be responsible for the loss or damage to property of guests at the facilities. Any personal property which may have been left at the facilities for six (6) months or more without payment of storage thereon may be sold or disposed of by THE WELL, with or without notice and the proceeds, if any, may be retained by THE WELL.

Smoking: Smoking is not permitted anywhere in the facilities.

Drugs & Controlled Substances: No guest shall bring, use, solicit or distribute any type of illegal drug or other substances. Violation of this rule will result in the immediate revocation of guest privileges. THE WELL reserves the right to cancel any and all wellness treatments if a guest appears under the influence of alcohol or drugs.

Minor Policy: The facilities are for adults 18+. To request an appropriate exception, guests should reach out to the reservations team at least 24 hours in advance and THE WELL may be able accommodate on a case-by-case basis.

Animals: No pets, with the exception of service animals (on a case-by-case basis and as approved by management), will be permitted in the facilities.

Dress Code: We want all guests and staff to feel comfortable. Appropriate clothing is required at all times.

Damage Caused by Guests: All guests shall be liable for any removal of property from the facilities or property damage at the facilities caused by the guest. The cost of such damage or removed item shall be the guest’s responsibility.

Gratuity: For your convenience, 20% gratuity will be added to spa treatments and certain other services. In addition, a charge for gratuity will be added to all food and beverage sales. Guest’s increase or decrease the gratuity percentage by signing the ticket invoice and changing the amount of the gratuity as they deem appropriate.

Trademark Rights: Guests shall not use the names, logos, colors, trademarks, service marks, photographs, trade dress or other identifying features of THE WELL without obtaining the specific prior written approval of management. Guests hereby expressly recognize that the marks are the valid, unique and exclusive property of the company, its parent, affiliates and/or subsidiaries. Guests may not produce, create or authorize others to produce or create the company's names or logos for any purposes whatsoever, included but not limited to, in any communications, marketing, advertising or other promotional materials (including but not limited to brochures, flyers, invitations, e-mail messages, etc.) that utilize THE WELL’s identifying names, logos, etc. without prior written consent.

Acceptance and Modification: Your access and use of any website, mobile site, Facebook site, Twitter page, Instagram platform or other social media channel owned and/or operated by the Company which includes THE WELL affiliated companies, now or in the future (collectively and individually, the “Site”) are governed by these Terms and Conditions. By accessing, browsing and/or using the Site you acknowledge that you have read, understood and accepted, without reservation, these Terms and Conditions, as modified from time to time by us. If you do not agree to these Terms and Conditions, do not use the Site. It is each user’s responsibility to review these Terms and Conditions periodically, and if at any time you find these Terms and Conditions unacceptable, you should leave the Site and cease all use of the Site. Your continued use of the Site signifies that you agree to be bound by these Terms and Conditions as they are amended.

Use of the Site: You may access, copy, download or print the content of the Site solely for your personal, non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary rights notice contained in any information or other material you access, copy, download or print. Any other use of content on the Site, including but not limited to the reproduction, modification, distribution, transmission, or broadcast of the content of the Site, in whole or in part and by any means, is strictly prohibited. The Company or its licensors or content providers retain full and complete title to the content provided on the site, including all associated intellectual property rights, and provide this content to you under a license that is revocable at any time in The Company’s sole discretion. The Company neither warrants nor represents that your use of any content displayed on the Site will not infringe rights of third parties. You acknowledge that you do not acquire any ownership rights by accessing, copying, downloading or printing any content made available on or accessed through the Site. You hereby covenant and agree that your use of the Site and any permitted use of such content shall not infringe any rights of any third parties.

Username/Password: In the event the Site is ever structured such that you are able to create an account on the Site, you may be required to be at least eighteen (18) years old and create a username and password. In such an event, you will be responsible for keeping your username and password confidential and secure, and you will be responsible for all actions taken using your username and password. By registering, you may agree to receive communications and promotional materials from the Company and its affiliated entities.

Information Deemed Non-Confidential: You acknowledge that you are responsible for any material you may submit via the Site or otherwise through the internet to the Company, including the legality, reliability, appropriateness, originality and copyright of any such material. You may not upload to, distribute or otherwise publish through the Site or otherwise communicate to the Company through the internet any content that: (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Site.

If you do submit material, and unless we indicate otherwise, you grant the Company and its affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such material throughout the world in any media. You further agree that the Company is free to use any ideas, concepts, and know-how that you or individuals acting on your behalf provide to the Company. You grant the Company and its affiliates the right to use the name you submit in connection with such material, if they so choose. All personal information provided via the Site will be handled in accordance with the Site's online Privacy Policy. You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify the Company for all claims resulting from content you supply.

If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place the Company under any fiduciary or other obligation.

Rules for Using the Site: You agree to follow the conduct rules for the Site listed below:

You will not use the Site for any illegal purpose, nor will you provide or post any material or information in violation of any applicable law or regulation.

Information provided or posted by you must not be defamatory, harassing, offensive, threatening, obscene, or otherwise inappropriate or disruptive.

You will not hold yourself out as someone you are not or otherwise impersonate any other person while using the Site.

You will not interfere or tamper with the functioning of the Site, nor will you attempt to gain access to information or control of the Site not specifically granted to you.

You will not compile any database or list of other Site visitors, nor will you use the Site to facilitate the sending of any spam, bulk email, or email offering to sell goods or provide services.

You will not access or attempt to access any restricted portion of the Site unless you have specifically been granted access.

Site Access: The Company may discontinue all or part of the Site at any time, in our sole discretion. The Company may block or limit your access to the Site, with or without notice to you, and without liability to you, if: (a) you violate these Terms and Conditions; (b) you violate any applicable law or regulation relating to your use of the Site; (c) you engage in any conduct which the Company, in its sole discretion, believe is offensive, harmful, defamatory, or otherwise harmful to the Company or others. To ensure that we provide a high-quality experience for you and for other users of the Site, you agree that we and/or our representatives may access and/or review information provided when you comment on the Site on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site.

Please note that if you are accessing a Site via a mobile device, standard fees may be incurred. Check with your mobile service provider for details.

Minors and Children: The Site may not be suitable for minors. Minors and children (persons under the age of 18) are encouraged not to use the Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using the Site unsupervised, and/or by registering for an account, you warrant that you are 18 years of age or older.

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that the Company does not endorse any of the products or services identified on such sites.

Links: As a service to our visitors, our Site may contain hypertext links leading to other websites that are not operated or controlled by the Company. However, even if such third parties are affiliated with the Company, the Company has no control over these linked sites, all of which have separate privacy and data collection practices and legal policies independent of the Company. The Company is not responsible for the contents of any linked sites and does not make any representations regarding the content or accuracy of material on such sites. Viewing such third-party sites is entirely at your own risk.

Disclaimer of Warranties. YOUR USE OF THE SITE IS AT YOUR OWN RISK AND YOU ASSUME THE RISK OF AND ALL DAMAGES OR LOSS FROM THE USE OF, OR INABILITY TO USE, THE SITE. WITHOUT PREJUDICE TO THE WAIVER OF LIABILITY; DAMAGES SECTION BELOW, ANY AND ALL MATERIAL, INFORMATION AND ALL OTHER CONTENT ON THE SITE ARE FURNISHED TO YOU “AS IS'' AND WITHOUT GUARANTY OF ANY SORT, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT.

THE COMPANY DOES NOT GUARANTEE THAT THE SITE OR ITS CONTENT WILL CORRESPOND TO YOUR EXPECTATIONS, MEET YOUR REQUIREMENTS OR WILL NOT BE INTERRUPTED, TIMELY, SECURE OR FREE OF ERROR. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SITE IS TO REFRAIN FROM USING THE SITE.

SOME JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS OF WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Any advice or information, be it oral or written, obtained from The Company or during the use of services made available on the Site, shall not give rise to any guarantees which are not expressly provided for in these Terms and Conditions.

Termination: You agree that the Company in its sole discretion may terminate your password, account (or any part thereof), or use of the Site, and remove and discard any content within the Site, at any time and for any reason. In such an event and with respect to any use of the Site on a mobile device, you must immediately remove the Site from your mobile device, including all component parts. You agree that any actions taken under this Section may be effective without prior notice to you.

Claims of Copyright Infringement: The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to the Company a written notice by mail, e-mail or fax, requesting that the Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details.

WAIVER OF LIABILITY; DAMAGES

By acceptance of these Terms and Conditions, each Guest acknowledges that the use of the Facilities and any privilege or service incident to Guest is undertaken with knowledge of risk of possible injury or death. Guests accept any and all risk of injury or death sustained while using the Facilities. By acceptance of these Terms, each Guest agrees to release and hold the Company, any manager of the Company, their affiliates, their successors and assigns and their respective directors, officers, partners, members, shareholders, employees, representatives and agents and the members of any advisory committee (collectively, the "Released Parties") harmless from any and all loss, cost, claim, injury, damage or liability sustained or incurred by the Guest resulting from the use of the Facilities or the Site arising from any act or omission of any of the Released Parties, unless caused by the gross negligence or willful misconduct of any of the Released Parties as determined by a final judicial finding or order. The Guest shall have, owe and perform the same obligation to the Released Parties hereunder in respect to any such loss, cost, claim, injury, damage or liability sustained or incurred by any guest or family member of the Guest.

Neither the Company nor any Guest may assert any claim against the other party on any theory of liability for special, indirect, consequential or punitive damages.

ACKNOWLEDGMENT OF RECEIPT

I hereby acknowledge receipt of these Terms and Conditions. I have read and understand and agree to be bound by the terms and conditions thereof as the same may be amended from time to time by the Company

AMENDMENTS TO THE RULES OF THE FACILITIES

The Company reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. The Company may change these Terms and Conditions and other rules of the Facilities by displaying notification of such change on the Site or otherwise by notifying Guests.