well-b - Terms of Use

Recently Updated: September 10, 2023

 

These Terms of Use (the “Terms”) govern your relationship with wellbiz Ltd., Lucky Center Ltd. and its subsidiaries and affiliates (collectively “Well-b” or “We”) and set forth the terms and conditions under which Well-b makes available via its software, website, social media pages, including the Well-b application (“Application”) and/or other social media tools (collectively the “Platform”), and/or the services available through the Platform or as otherwise provided by Well-b (the “Services”), to each person or Company and/ or entity (the “User” or “You”) accessing and/or using the Platform Application and/or the Services, including Contractors (as defined below), Customers (as defined below) and End Users (as defined below), all as specified herein.

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For information on how we collect, use and share personal data, please see our Privacy Policy, available at www.Well-B.biz/privacypolicy (the “Privacy Policy”). PLEASE NOTE THAT THE PRIVACY POLICY IS AN INTEGRAL PART OF THESE TERMS OF USE. YOU MAY NOT USE THE PLATFORM, APPLICATION, AND/ OR SERVICES IF YOU DISAGREE WITH THE PROVISIONS OF THE PRIVACY POLICY AND/OR THE TERMS.  

 

By clicking the “I Agree” button on the relevant part in the Platform or Application or by using the Platform, Application and/or Services, you expressly indicate that you have read and understood the Terms, that you are at least 18 years of age, and that you agree to be bound by the terms and conditions, including by the Privacy Policy, as may be amended from time to time and that if you are operating on behalf of any corporation- said corporation has given you the power to operate on its behalf. Please read the Terms carefully and visit this page regularly for updates and changes.

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If you do not agree to be bound by the Terms, you should stop using the Platform or Application and discontinue use of the Services. As long as you do not cease using the Platform, Application or any of the Services, you will be conclusively deemed to have accepted the Terms.

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Key Highlights:

• Your acknowledgment and agreement to the terms and conditions of the Terms hereunder;

• Description of Well-b’s Services (Sections ‎1 & ‎2);

• End Users’ Use of the Services (Section ‎3);

• Explanation and description of Mobile Device Services (Section ‎5);

• Explanation of data usage with respect to the Platform, Application or Services (Section ‎8);

• Your acknowledgement of the general purpose of the information and content provided via the Platform, Application or Services (Section ‎10);

• Your agreement that the Services are provided “as is” and without any warranties (Section ‎12);

• Your agreement that Well-b has no liability regarding the Platform, Application or Services (Section ‎14);

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1. Well-b’s Services

1.1 Well-b offers Users a link to a wide range of service providers (“Contractors”) providing contents, services and/or products such as beauty and health programs, Happy Hour activities, professional courses, lectures or as may be provided via the Platform from time to time (the “Programs” or the “Contents”).

1.2 The Platform allows customers, such as corporations, organizations, and other entities (“Customers”) to purchase access or use rights to certain of the Programs for the benefit of their employees, agents, consultants or representatives (“End Users” or “Employees”) and to schedule, locate, integrate and manage such Contents in accordance with the terms and conditions hereunder.

1.3 Well-b reserves the right at any point and time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Platform and/ or Services or any part thereof, or User’s access thereto. You will have no claim, complaint or demand against Well-b for applying such changes or for failures incidental to such changes.

1.4 Please note that third party advertisements may appear on the Platform from time to time. Well-b does not endorse these advertisements, nor do such advertisements represent any recommendation provided by Well-b. Any use based on such advertisement is made at your sole risk.

1.5 Please note that the services and/or products offered by Contractors are not related to Well-b and that Well-b is not liable for any incident that may happen during the use of the services and/or products. Well-b's sole liability is for the activation and/ or managing the Platform and/or Application and all users are advised to see if the services and/or products offered by Contractors are fit for the clients need and/or special requirements and that the contractors hold all needed insurances and/or licenses and/ or approvals.

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2. Budget Load, Subscription and Registration

2.1 Customer Use of the Services

2.1.1  Customers may send offers to contractors, schedule programs, manage their activities, load budgets and sub admins, generate e-mails etc. via the platform. 

2.1.2  In case, Customers engage Well-b via the Platform then, in order to purchase one of the packages, you will be transferred to a payment page, which enables payment for the package of your choice via secure payment system, bank transfer or credit card. Please note that currently we do not process payment independently and shall not be liable to any damage relating to payments made or proposed by third parties in connection to the Services.

2.1.3  Customers hereby represent and warrant that they are authorized to provide information about the End Users as required for the performance of the Services, and that prior to such disclosure Customer shall notify End Users of such intention and obtain their express consents and authorizations to the disclosure of their information, in accordance with applicable law, including data protection laws and regulations.

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2.2 Customer Use of the Platform

2.2.1  In order to use the Services, you will be required to register and create an account by choosing a user name and password, and providing us with certain details, as required by us from time to time, such as name, name and corporation ID number of your corporation, address, e-mail address, etc. This is information you provide us voluntarily. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User at any time, or to disclose your password to any third party. You acknowledge and agree that you are solely responsible for any use of your account and all activities occurring in connection with the use of your account.

2.2.2  By registering to the Platform, Application and/or Services you warrant and represent that any information provided by you at the time of registration, including any billing information, if any, is complete, truthful and accurate, and you agree to ensure that such information is kept up to date at all times.

2.2.3  If your billing information and the payment source you provided while registering for the Services is invalid, if charges billed to you are declined or not paid or if you fail to pay charges when due or in any other case Well-b may deem as a breach on your part and your account may be suspended or cancelled, at Well-b's sole discretion.

2.2.4 Well-b may, at its sole discretion, refuse to offer access and/or use of the Platform, Application and/or Services to any User, and change its eligibility criteria at any time. This provision is void where prohibited by law and this right is revoked in such jurisdictions.

2.2.5  Well-b may terminate your account immediately if you do not comply with the Terms.

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3. End Users’ Use of the Services

3.1  As an End User of a Customer you will be granted a code, link or other Customer identifier to use the Platform or Application through which you will be able to use the Services, including certain Programs, all in accordance with the terms of engagement of the Customer, purchasing such programs on behalf of you, its End Users. Note that in accordance with the specific terms of Customer’s engagement with Well-b, you, the End User, will be required to pay different fees to use the Services provided by Contractors, all as indicated to you in the relevant section of the Platform (including within the Application).

3.2  You may not have more than one (1) active Account (you may appoint sub administrators, according to your discretion and subject to our approval). Your Account is password protected. In order to protect the security of your Personal Data (as defined in the Privacy Policy) available on your account, you must safeguard and not disclose your account log-in details and you must supervise the use of such account. You are solely and fully responsible for maintaining the confidentiality of the password and for all activities that occur under your account. If we believe you have created an account impersonating another person such account may expose you to civil and/or criminal liability.

3.3  Safety Highlights. Well-b cares about your well-being and therefore, recommends you to carefully review the following:

3.3.1 You should consult with your healthcare provider(s) and consider the associated risks before ordering and/or using any of the Services in connection with any physical activity, wellness or fitness program, or any dietary program or guidance for you and/or for your corporation. By using our Application, Services or Programs, you agree, represent and warrant that you and every member of your corporation have received consent from your physician to participate in any of the related activities made available to you in connection with the Services, and that you and every member of your corporation have consulted with your physician before taking any action based upon information available through the Application and/or Services. Everyone's condition and abilities are different and participating in the activities promoted by our Application and/or Services is at your own risk. IF YOU CHOOSE TO PARTICIPATE IN THESE ACTIVITIES, YOU DO SO OF YOUR OWN FREE WILL AND ACCORD, KNOWINGLY AND VOLUNTARILY ASSUMING ALL RISKS ASSOCIATED WITH SUCH ACTIVITIES. ACTIVITIES PROMOTED BY SERVICE MAY POSE RISKS EVEN TO THOSE WHO ARE CURRENTLY IN GOOD HEALTH. 

3.3.2 You understand and agree that we will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered via the Services and/or the platform, including any activities with any kind of Contractor. Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete. Furthermore, we encourage you to act in a civil, friendly and respectful manner when using the Services, and you should remember that you may interact with strangers, therefore, we recommend that you be cautious and act in accordance with the Terms and be respectful of others.  

3.3.3 Except as otherwise set out in the Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injuries and/or damages sustained from your activities or your use of, or inability to use, any Services or features of the Services, including any content or activities you access or learn about through our Application and/or Platform, programs and/or Services. To the maximum extent permitted by applicable law, you expressly agree we do not assume responsibility for any products, delivery, activity or any other content, consultancy, class, athletic activity or event that utilizes or is promoted by or accessed via the Application or Services. Any dispute and/or damage that you and/or any third party may accrue during the participation in such activity will be resolved between you, the third party and the contractor of said activity.

3.3.4 YOU HEREBY ACKNOWLEDGE THAT OUR RECOMMENDED PROGRAMS OR SESSIONS OR ANY OTHER PRODUCTS AND SERVICES, EVEN IF THEY ARE TAILORED TO INDIVIDUAL CUSTOMERS OR USERS, SHOULD NOT BE MISCONSTRUED AS MEDICAL ADVICE, DIAGNOSES OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT.  

3.4 Social Networking and Logins. You may enable or log in to the Application or Services via various online third party services, such as social media and social networking services like Facebook, Google and/or Twitter (“Social Networking Services”). To take advantage of these features and capabilities, we may ask you to authenticate, register for, or log into Social Networking Services on the websites of their respective providers. As part of this integration, you expressly permit us to access certain information from your profile on such Social Networking Services, as such the Social Networking Services will provide us with access to certain information you have provided to them, and we will use, store, and disclose such information in accordance with our Privacy Policy. Please remember the way third party services (including Social Networking Services) use, store, and disclose your information is governed solely by the policies of those third party services, and we have no liability or responsibility for the privacy practices or other actions of any third-party website or service that may be enabled within the Services. You may be able to control the amount of information that is accessible to us by adjusting your account privacy settings on such Social Networking Services. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Social Networking Services.

3.5 Third Party Applications. You may be able to access certain third party links, applications, content, services, promotions, special offers, or other events or activities (“Third-Party Applications”) via our Application Platform and/or Services. If you choose to access these Third-Party Applications, you may be requested to log-in and sync your accounts with such applications. You are in no way obligated to use any Third-Party Applications, your access and use of such applications is entirely at your own risk, and we have no associated liability. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.

3.6  You understand that your continued use of the Programs, Application platform and/or Services is dependent on the terms of engagement the Customer which purchased such services on your behalf and that any termination of the Services for such Customer shall impact your right to continue using the Application,  Platform, Services and/or Programs.

3.7  You hereby acknowledge and agree that you are subject to the limitations and restrictions on use of the Application, Platform,and/or Services as set forth hereunder, including under Sections ‎5, ‎11 below.

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4. Ownership of IP

4.1  Content and information provided on and through the Platform or Services, including, without limitation, Well-b logo, trademarks, graphics, design, information, text, images, data, software, code, technology, algorithm, analysis, and other material displayed, available, used or present on the Platform or Services (collectively, the “Well-b Content”) are the copyrighted and/or trademarked works of Well-b, and/or proprietary information and knowledge protected under intellectual property rights, owned exclusively by Well-b and/or its affiliates. 

4.2  Well-b retains all rights, including any intellectual property rights in the Well-b Content. You hereby acknowledge that you have no right, title or interest in or to any Well-b Content, and that you have no right to modify, edit, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Well-b Content in any manner.

4.3  You agree not to display or use any of Well-b Content, in any manner without Well-b express prior written permission. Any trademarks, service marks and logos associated with a third party offering at the Platform or Services may be the property of the third-party providers, and you should consult with their trademark guidelines before using any of their marks.

4.4  Feedback. You hereby grant to Well-b and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to modify, copy, distribute and incorporate into the Platform or Services (without attribution of any kind) any suggestions, feedback, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, or End Users relating to the Platform or Services (“Feedback”). It is hereby clarified that Feedback shall not include any Personal Data (as defined in our Privacy Policy) or User Data (as defined below).  

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5. Mobile Device Services

5.1  In order to use our Application, you will need a compatible mobile device (desktop computer and/or laptop and/or tablet and/or mobile phone). We cannot guarantee that the Application will be compatible with, or available on, your device. You hereby acknowledge that you may need to pay fees to use certain premium features in connection to your mobile device. Further, your phone company’s normal messaging, data, and other rates and fees will still apply.

5.2  By downloading or using our Platform, you expressly agree we may communicate with you regarding transactions you have initiated on the Application or Services or respond to your communications to us through the Application or Services by SMS, text message, email or other electronic means directed to your mobile device and that certain information about your usage of the Application may be communicated to us automatically form your mobile device..

5.3  When you use our Application or Services via a mobile device, you may be requested to provide us with access to certain features of your mobile device, such as your location, camera, etc. (“User Content”). The User Content is your property. The Terms do not provide us any rights to your User Content except for the limited rights that enable us to offer the Application or Services.

5.4  We need your permission to do things like using your mobile device features, and sharing some of your User Content, with respect to certain features of the Application if you so choose to use them. Our Services also provide you with features like photo thumbnails, document previews, commenting, editing, sharing, and searching. These and other features may require our Application or systems to access, store, and scan your User Content. You hereby give us express permission to do those things in accordance with our Privacy Policy.

5.5  If you download the Application from a third-party app store (the “App Provider”), you acknowledge and agree that:

5.5.1 The Terms are an agreement between us, and not with the App Provider. As between Well-b and the App Provider, Well-b is solely responsible for the Application;

5.5.2 The App Provider has no obligation to provide any maintenance and support services with respect to the Application;

5.5.3 In the event of any failure of the Application to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the Application to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Application, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between Well-b and the App Provider, Well-b’s responsibility;

5.5.4 The App Provider is not responsible for addressing any claims you have relating to the Application or your possession and use of the applications;

5.5.5 The App Provider and its subsidiaries are third-party beneficiaries of the Terms as it relates to your license to the Application. Upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the Application against you as a third-party beneficiary thereof; and

5.5.6 You must also comply with all applicable third-party terms of service when using the applications

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6. User Conduct

6.1 You are solely responsible for your interactions with other users of within the Platform and/or Services. We will not be responsible for any damage or harm resulting from your interactions with other users contractors of our Platform or Services. 

6.2 Well-b encourages users to be respectful to other users and contractors of our Platform and/or Services and act in accordance with these Terms. Well-b shall not tolerate any harassing, illegal or libel, inappropriate behavior on our Platform or Services.

6.3 You will: (a) have sole responsibility for the accuracy and quality of the User Data and for ensuring that your collection and use of the User Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Platform and/or Services, and notify Well-b promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.

6.4 Well-b strives to maintain a user friendly, wellness community, and professional environment. End Users should keep to that spirit while participating in any activity or extensions of the Platform or Application. To report a violation of the Terms or any misconduct, please contact our customer support team at www.Well-B.biz.

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7. Fees and Payment

7.1 The fees for the Services are set forth on the Platform at www.Well-B.biz (or such other URL as specified by Well-b) or as sent to You directly by Well-b via e-mail, as may be updated by Well-b from time to time, according to Well-b's sole discretion.

7.2  Contractor’s Prices. The prices and fees for services provided by Contractors shall be as set forth in the relevant section in the Platform (including within the Application) and are determined solely by the Contractor. You hereby agree to abide by the agreed terms and conditions of payment as set forth in the Platform (including within the Application). Well-b may agree with a contractor on fee given to Well-b for any of the contractors' services.   

7.3 Payment Terms. You agree to pay Well-b all Fees related to Services and any other applicable fees stated in the terms. All payment obligations under the Terms are non-cancelable and all fees paid are non-refundable. Unless otherwise stated in writing by Well-b, fees must be paid in advance of each billing period. In case you are a Contractor, payments from Customers will be paid according to your agreement with Well-b. Unless otherwise stated by Well-b, You will provide Well-b with valid and updated credit card information or another form of payment acceptable to Well-b, as stated in the Platform. If you provide credit card information, you hereby state that you are authorized to use the card and that you authorize Well-b to charge the card for all payments hereunder. By submitting payment information, you authorize Well-b to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Well-b for purposes of acknowledging or completing any payment.

7.3 Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 1.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is higher, plus costs of collection. Any amount not received by Well-b within seven (7) days after the applicable due date will be deemed a material default under the Terms, and Well-b will be entitled to either suspend or terminate the Services.

7.4  Changes in Fees. Upon prior notice to you, Well-b may increase any fees. Well-b may add and/or increase or decrease any fees that are not specified in the Platform at any time, with or without notice to you..

7.5  Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Well-b within seven (7) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Well-b within such seven (7) day period, the payment will be deemed final.

7.7  Taxes. Fees do not include any taxes, VAT, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under the Terms.

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8. Data Ownership and Use

8.1  Users Data. As between you and Well-b, you own all right, title and interest in the data you have provided us via the Platform or Services which is not Feedback (the “User Data”). You hereby grant to Well-b a non-exclusive, worldwide, assignable, sub-licensable, royalty-free license to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use the User Data for the purposes of providing, improving and developing Well-b’s Platform or Services. You represent and warrant to Well-b that you have all rights necessary to grant the licenses in this Section ‎8.1, and that your provision and use of the User Data through and in connection with the Platform or Services does not violate any applicable laws or rights of any third party.

8.2 Personal Data. Our Privacy Policy governs how we collect and use Personal Data (as defined in the Privacy Policy) that is submitted through the Platform or Services. By accessing or using the Platform or Services, you agree to that you have read and accepted our Privacy Policy. Without limitation, you acknowledge and agree that Well-b may process your Personal Data for the purpose of providing the Services and related functions, such as billing and customer support. You represent and warrant that you are authorized to process the User Data and make such data available to Well-b for uses as set out in the Terms and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as End Users, to our Privacy Policy (notwithstanding Well-b’s ability and right, to which you agree, to request consent, and provide notice and its Privacy Policy separately to individuals).​

9. Eligibility

9.1  The registration to the platform and Services is intended solely for Users who are eighteen (18) years of age or older (“Adults”), and any use or access to the Platform or Services by anyone under the age of 18 is subject to his legal guardians prior approval. By using the Platform and/or services you hereby acknowledge that you are either older than 18 or that you received your legal guardians prior approval to do so.

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10. General Information and Non-Medical Advice

10.1 All information or content provided through the Platform and/or Service is for general information purpose only. Nothing contained in the Platform and/or Services is intended or implied to be for medical diagnosis or medical treatment. Any content (including questions or answers) communicated through the Platform or Services does not constitute health or medical advice (nor is it intended to be a substitute for such advice in any respect) nor does it create a Contractor-patient relationship. YOU SHOULD ALWAYS CONSULT WITH A QUALIFIED PROFESSIONAL MEDICAL ADVISOR PRIOR TO IMPLEMENTING ANY PROGRAM OR INFORMATION. THIS PLATFORM AND SERVICE DO NOT CONSTITUTE AN ATTEMPT TO PRACTICE MEDICINE.

10.2 Well-b does not guarantee the accuracy, quality, merchantability, or performance of any contractor in connection with any Services. You hereby represent and warrant that you are solely responsible for examining and verifying the quality of any Service, instruction or other information which may be provided in connection with the Platform or Services before use. Well-b shall not responsible for any damage or claim as a result of the use of any service given by a contractor and all claims and lawsuits should be settled between you and the contractor.

10.3  PLEASE NOTE THAT THE PLATFORM AND SERVICE ARE PROVIDED FOR GENERAL EXPERIENCE PURPOSES ONLY, AND AS SUCH THEY ARE NOT APPROVED BY ANY REGULATORITY AUTHORITY. WELL-B DOES NOT, EITHER EXPRESSLY OR IMPLICITLY, ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THE PLATFORM AND/OR THE SERVICES AND ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE USE THEREOF. WE DO NOT GUARANTEE THAT ANY OF THE USERS’ NEEDS WILL BE FULFILLED.

 

11. Restricted Uses

In connection with your use of the Platform or Services, and without limiting any other obligations under these Terms or applicable law, you shall not, and shall not permit others to:

11.1 Modify the Platform or Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Platform or Services, servers or networks connected to the Platform or the Services, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Platform and/or the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform and/or the Services;

11.2 Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Platform and/or Services;

11.3 Copy any features, functions, integrations, interfaces or graphics of the Platform and/or Services;

11.4 Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Platform, Services, technology or any software thereto;

11.5 Post, transmit or otherwise make available through or in connection with the Platform or Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or any other malicious code;

11.6 Access or use (or allow a third party to access or use) the Platform and/or Services for competitive analysis or to build any competing products and/or services;

11.7 Create a database by systematically downloading and storing all or any content from the Platform or the Services or use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform or Services content, or reproduce or circumvent the navigational structure or presentation of the Platform or Services.

11.8 Use the Platform and/or Services for any illegal, immoral or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;

11.9 Use the Platform and/or Services in a manner which infringes another person’s rights in any way, including privacy rights, or in any manner which is harassing, or otherwise offensive; and

11.10 Use the Platform and/or Services in a way that infringes or violates these Terms.

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12. Warranty Disclaimers

12.1 Despite our efforts, the information contained in the Platform or Services is provided to Well-b by the Contractors and may not be accurate, comprehensive, complete, updated or applicable in all respects at all times. Well-b shall not be liable for any inaccuracies or omissions in the Platform and/or Services and any decisions you make based on information contained in this Platform and/or Services are your sole responsibility, and made at your sole risk.

12.2 USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND THE SERVICES, ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, ARE USED ONLY AT USER’S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

12.3 WELL-B MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WELL-B SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE PLATFORM (AND ALL CONTENT, INFORMATION, SOFTWARE, AND LINKS) AND/OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY AND/OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12.3 USER ACKNOWLEDGES THAT WELL-B IS NOT A PARTY TO ANY SERVICES PROVIDED BY THE CONTRACTORS AND THEREFORE ANY DISPUTE THAT MAY HAPPEN RELATING TO ANY ACTION OR NEGLIGENCE BY THE USER, ITS CORPORATION AND/ OR THE CONTRACTOR OR ANYONE ON THEIR BEHALF WILL NOT ENVOLVE WELL-B.

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13. Indemnification

13.1 You agree to indemnify, defend, and hold harmless Well-b from and against any and all third party claims alleged or asserted against Well-b, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach by you or End User of any provisions of the Terms; (b) any access to or use of the Platform or Services by you or End User; (c) any actual or alleged violation by you or End User of the intellectual property, privacy or other rights of a third party (d) any action or negligence by the user and/or its corporation and/or its employees and/or the contractor and/or its employees and/or franchisees and/or sub contractors.

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14. Limitations On Liability And Remedies

14.1 The User assumes full, exclusive and sole responsibility for the use of and reliance on the Platform and/or Services, and acknowledge that any use of or reliance on the Platform and/or Services is made entirely at the User’s own risk.

14.2 WELL-B’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH WELL-B IS TO DISCONTINUE YOUR USE OF THE SERVICES AND THE PLATFORM. WELL-B AND ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (EVEN IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN) ARISING FROM YOUR USE OF THE PLATFORM AND/OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WELL-B HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, WELL-B’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, WELL-B WOULD NOT BE ABLE TO OFFER THE PLATFORM OR THE SERVICES.

14.3 To the extent permitted by applicable law, you acknowledge and agree that we offer the Application or Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.

14.4 To the extent the foregoing limitation of liability is prohibited by applicable law, then Well-b’s total liability in any matter arising out of or related to the Terms is limited to the total amount that you paid to Well-b in the month preceding the event giving rise to such liability, whichever is the lowest. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

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15. Links to third party websites

15.1 Third party websites or applications linked to and from the Platform and/or Application are not necessarily under the control of Well-b. Well-b shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked websites or applications or any link or linking program at any time. Well-b does not necessarily endorse companies (or related products or services) to or from which the Platform, Application or Services is linked. If you decide to access any of the third party websites linked to the Platform, Application or Services, you do so entirely at your own risk.

15.2 You acknowledge and agree that you will not use any such third party websites linked to and from the Platform or Application, in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of such third party, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights; but rather, that if you choose to use or access such third party website, you will do so according to such third party’s website terms of use. For avoidance of doubt, nothing in these Terms shall be interpreted as asserting or contesting any ownership rights in the intellectual property of such third party in any action or proceeding of whatever kind or nature.

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16. Term and termination

16.1 Term. Unless otherwise specified, the term of the Terms is without any limitation.

16.2 Cancellation. Each party will be entitled to submit a termination notice, in its absolute discretion and for any reason, provided that the other party shall be given advance written notice in accordance to the non-renewal period (“Notice of Termination”) as set forth in the Platform or in the Agreement. Unless otherwise agreed, the Notice of termination shall be received no later than the last working day of the month and shall come into force thirty [30] days after the end of the month in which the Notice of Termination was delivered (i.e. current month + 30 days). Notwithstanding any other clause of this Agreement, Well-b may suspense or terminate this Agreement (and your access to the Well-b Platform) by notice to you with immediate effect if:

(a) You fail to pay in full the charges due under this Agreement within 7 days of the Due Date;

(b) You have caused a material breach of this Agreement;

(c) You have breached this Agreement and the breach is not capable of remedy, or, where the breach is capable of remedy but You have failed to rectify that breach within 7 days of receipt of a notice from Well-b requiring You to do so;

(d) Your use of the Well-b Platform and/or the Services is in breach of or in connection with a breach of the law or in a manner not permitted under this Agreement;

(e) Well-b in unable to continue providing the Services;

(f) Your use of the Services, in our opinion, acting reasonably, poses a risk to the Well-b Platform or to Well-b;

(g) It is reasonably necessary for repair or maintenance of the Services or the Platform;

(h) If you’re a service provider and your rating/score went under 8 points.

16.3 Termination for Breach. Well-b may terminate the Terms, effective immediately upon notice to you, if you are in material breach of the Terms. In the event of a termination pursuant to this Section, in addition to other amounts you may owe Well-b, you must immediately pay any unpaid Fees associated with the remainder of the Term. In no event will any termination relieve you of your obligation to pay any fees payable to Well-b and/or Contractors for the period prior to the effective date of termination.

16.4 Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Purchase Orders will automatically terminate and be of no force or effect; (b) you will have no rights to continue using the Platform and will cease using the Services; (c) all licenses and rights granted by Well-b hereunder shall terminate immediately; and (d) Well-b will have no obligation to maintain your Platform account or to retain or forward any data to you or any third party, except as required by applicable law.

 

 

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17. Copyright and Content Policy

17.1 Well-b respects the intellectual property rights of third parties. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide the following information in writing to Well-b: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple infringing works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (iv) information so that we can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Infringement claims and notices should be sent to the attention of Well-b by email to: support@well-b.biz.

17.2 Please note that any person who knowingly materially misrepresents under this Section ‎17 (i) that material or activity is infringing, or (ii) that material or activity was removed or disabled by mistake or misidentification, may be subject to liability.

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18. Miscellaneous

18.1 Functionality. Well-b may decide to not make all features are available at all times. Occasionally, the Platform, Application might not work at all. Well-b is not obligated to provide any maintenance, technical or other support for the Platform, Application and/or Services.

18.2 Severability. If any provision of the Terms is held unenforceable, then such provision will be severed or modified to reflect the parties’ intention. All remaining provisions of the Terms shall remain in full force and effect.

18.3 Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without Well-b’s prior written consent, and any such attempt will be null and void. Well-b may assign the Terms at any time without your prior consent..

18.4 Choice of Law. The Platform, Services and the Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel.

18.5 Mandatory Informal Dispute Resolution. If you have any dispute with Well-b arising out of or relating to the Terms, you agree to notify Well-b in writing with a brief, written description of the dispute and your contact information, and Well-b will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, both parties irrevocably submit to the exclusive jurisdiction of the courts of Tel-Aviv City, Israel.

18.6 Relationship of the Parties. The Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Well-b.

Well-b shall not be held liable for the content and/or relevance of information and/or services provided by the Contractors, including information on the cost and current availability of the services and products. The Customers shall independently (without the participation of Well-b) discuss the acquisition and distribution of services and/or products with the Contractors in accordance with Well-b’s rules on the provision of services. Well-b shall not be held liable for operational, financial and any other transactions effected by the Customers and/or the Contractors and/or the End Users and for any consequences of the acquisition of the Contractors’ services by the Customers and/or by the End Users.

18.7 Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Platform or Services. Furthermore, you hereby waive any rights or requirements under any applicable laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

18.8 Notices. Users may give notices to Well-b by email to support@well-b.biz.