Terms & Conditions
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.
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);
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, including various programs, such as beauty and health programs, 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 locate, integrate and manage such Contents in accordance with the terms and conditions hereunder.
1.3 Well B reserves the right at any time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Platform or Services or any part thereof, or User’s access thereto, provided that in case of any material modification, suspension, or discontinuance of the Platform or Services, we will use reasonable commercial efforts to provide you with prior written notice of such material change. You will have no claim, complaint or demand against Well B for applying such changes or for failures incidental to such changes. Without derogating from the above, in connection with Customers engaged with Well B, any modification or disconnection of the Services shall be in accordance with the applicable agreement between the Customer and Well B.
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.
2. Subscription and Registration
2.1 Customer Use of the Services
2.1.1 Various subscription packages are offered to the Customers on the Platform, according to different rates and terms as specified on the Platform with respect to the Services. Not all of the features and functionality of the Services offered may be available in each package.
2.1.2 Customers may engage Well B through the Platform, sending offers to providers, manage their activities, generate e-mails etc.
2.1.3 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 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. Depending on the features you have selected in the Platform your subscription may be renewed automatically at the end of the subscription period. You may terminate your subscription by selecting the end subscription option at the Platform, and your subscription shall end accordingly, subject to terms of Termination, as describe hereunder (see clause 16).
2.1.4 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.
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, such as name, address, e-mail address, etc. This is information you provide to 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 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.
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, your account may be suspended or cancelled, at our sole discretion.
2.2.4 Well B may, in its sole discretion, refuse to offer access to or use of the Platform, Application and 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.
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, might be required to pay certain amount of fees in order to use the Services, all as indicated to you in the relevant section of the Platform (including within the Application).
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 using our Services in connection with any physical activity, wellness or fitness program, or any dietary program or guidance. By using our Application, Services or Programs, you agree, represent and warrant that you have received consent from your physician to participate in wellness and fitness programs, workouts, exercises or any of the related activities made available to you in connection with the Services, and that you have consulted with your physician before making any dietary changes based upon information available through the Application or Services. Everyone's condition and abilities are different, and participating in the activities promoted by our Application 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 (e.g., featured, official or community created challenges; routes; friendly competitions or similar activities; any single or group training activities; or other events or activities that utilize our Services), 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, including, with respect to interaction via Contractor Groups, 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 or damages sustained from your physical 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, programs or Services, even if caused in whole or part by the action, inaction or negligence of Well B or others. 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.
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.
3.5 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 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 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, Services or Programs.
3.7 You hereby acknowledge and agree that you are subject to the limitations and restrictions on use of the Application, Platform, or Services as set forth hereunder, including under Sections 5, 11 below.
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 logo, trademarks or designs of Well B, as part of the Well B Content or otherwise used in the Platform or Services, 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 License Grant to Users.
4.4.1 Subject to the terms and conditions hereunder, Well B grants User a non-exclusive, worldwide and perpetual license to perform, display and use the Application.
4.4.2 Subject to the terms and conditions of the terms, Well B hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services as selected via the Platform or Application, during the Subscription Term (as defined below) and solely for your internal personal purposes.
5. Mobile Device Services
5.1 In order to use our Application, you will need a compatible mobile device. 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 Application, 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. We will not send you direct messages of a marketing nature without your prior express written consent and you can opt out of receiving any marketing messages from us at any time by sending us an email to: www.Well-B.biz.
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.
5.5 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
6. User Conduct
6.1 You are solely responsible for your interactions with other users of within the Platform or Services. We will not be responsible for any damage or harm resulting from your interactions with other users of our Platform or Services.
6.2 Well B encourages users to be respectful to other users of our Platform or Services and act in accordance with these Terms. Well B shall not tolerate any harassing, illegal or 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 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.
7. Fees and Payment
7.1 Subscription Fees. The fees for the Services (“Subscription Fees”) 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.
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).
7.3 Payment Terms. You agree to pay Well B the Subscription Fees 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 use the Platform for paying Contractors for the Programs, relevant charges will be made at the end of each billing period or up to 30 days later. In case you are a Contractor, payments from Customers will be wired to your bank account by the end of the relevant month + 30 days. 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 represent that you are authorized to use the card and 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 Additional Payments. Any additional payments on a certain month (e.g. for a company – new employees who joined the platform along the month) will be charged immediately pro rata (according to the prices set per End Users).
7.4 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 less, plus costs of collection. Any amount not received by Well B within thirty (30) 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.
7.5 Changes in Fees. Upon prior notice to you, Well B may increase any fees, provided the increase will not become effective until the expiration of the current Subscription Term. Well B may increase any fees that are not specified in the Platform at any time, with or without notice to you. Well B may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon prior notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.
7.6 Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Well B within thirty (30) 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 thirty (30) 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.
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.
8.3 Protection and Security. During the Subscription Term, Well B will maintain administrative, physical and technical safeguards designed for the protection and integrity of the User Data.
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 18 is by the sole and absolute responsibility of the Adult registered to the Platform and Services.
10. General Information and Non-Medical Advice
10.1 All information or content provided through the Platform or Service is for general information purpose only. Nothing contained in the Platform or Services is intended or implied to be for medical diagnosis or 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 service providers 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 Design or any other Services.
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 (SUCH AS THE FDA). 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.
10.4 IF YOU EXPERIENCE A MEDICAL EMERGENCY, STOP USING THE SERVICE OR PROGRAM AND CONSULT WITH A MEDICAL PROFESSIONAL. WELL B IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THE USE OF THE PLATFORM AND/OR SERVICE.
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 or the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform, or the Services;
11.2 Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Platform or Services;
11.3 Copy any features, functions, integrations, interfaces or graphics of the Platform 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 or Services for competitive analysis or to build any competing products 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 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 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 or Services in a way that infringes or violates these Terms.
12. Warranty Disclaimers
12.1 Despite our efforts, the information contained in the Platform or Services, 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 or Services and any decisions you make based on information contained in this Platform 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, 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.
12.4 THE PLATFORM, THE SERVICES OR ANY CONTENT PROVIDED THEREOF ARE PROVIDED FOR PERSONAL USE ONLY AND DO NOT PROVIDE OR CONSTITUTE PROFESSIONAL, MEDICAL OR PARAMEDICAL ADVICE OR HEALTHCARE SERVICES AND MUST NOT BE RELIED UPON AS SUCH. YOU SHOULD MAKE ALL MEDICAL OR HEALTH RELATED DECISIONS ON THE BASIS OF PROFESSIONAL ADVICE FROM A LICENSED PHYSICIAN OR QUALIFIED HEALTH CARE PROFESSIONAL WHO IS FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES.
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.
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 or Services, and acknowledge that any use of or reliance on the Platform 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. 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 greater. 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.
15. Links to third party websites
15.1 Third party websites or applications linked to and from the Platform 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.
16. Term and termination
16.1 Term. Unless otherwise specified, the term of the Terms will be monthly (“Subscription Term”). The Subscription Term commences on the date stated in relevant part in the Platform, Application or in the Platform signing application, as applicable, and will automatically renew on a monthly basis until either party hereto terminates in accordance with the Terms.
16.2 Mutual Cancellation. Each party will be entitled to submit a non-renewal 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 Non-Renewal”) as set forth in the Platform or in the Agreement. Unless otherwise agreed, the Notice of Non-Renewal shall be received no later than the last working day of the month and shall come into force thirty  days after the end of the month in which the Notice of Non-Renewal 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 Software) by notice to you with immediate effect if:
(a) You fail to pay in full the charges due under this Agreement within 14 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 14 days of receipt of a notice from Well B requiring You to do so;
(d) Your use of the Well B Software 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 Software or to Well B and its business generally;
(g) It is reasonably necessary for repair or maintenance of the Services or our website;
(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 and/or any subscription, 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 16.3, in addition to other amounts you may owe Well B, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Well B 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.
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: firstname.lastname@example.org.
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.
18.1 Functionality. You understand and acknowledge that the Platform, Application and Services are currently in their testing stage, and are made available as a “Private Beta” version. This means that we have not yet completed development of Platform, Application or Services and that not all features are completely functional or available. 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 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 written consent, and any such attempt will be null and void. Well B may assign the Terms at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.
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 email@example.com.