Effective January 2026

TERMS OF SERVICE

Please read these Terms of Service (referred to herein as the “Terms of Service” or “Agreement”) carefully before accessing, using, or buying any products from the www.getwelly.com website or any other website owned or controlled by Welly (the “Site”), as well as any Welly-controlled social media pages.

THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US (OR WITH ANY AFFILIATES, SUBSIDIARIES, PARENTS, MEMBERS, SHAREHOLDERS, AGENTS, OFFICERS, MANAGERS, DIRECTORS, REPRESENTATIVES, HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS) TO BINDING AND FINAL ARBITRATION (WITH SOME LIMITED EXCEPTIONS AS DETAILED IN THE “DISPUTES” SECTION BELOW), AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST WELLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

I. SCOPE

The Site is operated by Welly Health PBC (“Welly”). Throughout these Terms of Service and the Site, the terms “it”, “we”, “us” and “our” may be used to refer to Welly. Welly offers the Site, including all information, tools and services available from the Site, to you, the user.

If you are an individual using the Site on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms of Service on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms of Service. In that case, references to “you” and “your” in these Terms of Service will refer to both the individual using the Site and to any such Organization.

Your use of the Site is conditioned upon your acceptance of all terms, conditions, policies and notices stated here, including, without limitation, your agreement to resolve any disputes with us or with any affiliates, subsidiaries, parents, members, shareholders, agents, officers, managers, directors, representatives, heirs, executors, successors and assigns through binding arbitration, with some limited exceptions, as detailed in the Section “Disputes” below and the Privacy Policy located at www.getwelly.com/pages/privacy-policy. All such terms, conditions, policies and notices are hereby incorporated by reference into these Terms of Service.

These Terms of Service apply to all users of the Site and Welly-controlled social media pages and cover all uses of the Site, including but not limited to browsing. By visiting the Site and any Well-controlled social media page, you represent that (1) You have read, understand and agree to be bound by these Terms of Service, including any additional terms and conditions and policies referenced herein and/or available by hyperlink, (2) You are of legal age to form a binding contract with Welly, and (3) you have the authority to enter the Agreement.

If you do not agree to be bound by all the Terms of Service, or if these Terms of Service are not enforceable where you are located, you may not use the Site. We would not provide use of the Site without the conditions herein. If you later seek to repudiate these Terms of Service or any aspect thereof, you agree that such action would constitute a breach of these Terms of Service, prohibiting you from enforcing any aspect of the Terms of Service and entitling us to damages resulting from your breach. AS SUCH, IF YOU DO NOT AGREE TO ANY ASPECT OF THE TERMS OF SERVICE, PLEASE DO NOT USE THE SITE.

Any new features or tools which are added to the Site will also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Site. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site and any Welly-controlled social media page following the posting of any changes constitutes acceptance of those changes.

II. SITE USE

You may use the Site only for your own personal and non-commercial use. Any other use is prohibited unless agreed to by us in writing in each instance. You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of the Site, violate any laws in your jurisdiction (including but not limited to copyright laws). Your right to use the Site does not include any resale or commercial use of the Site, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Service are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, or other content providers. Neither the Site, nor any part thereof, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any of our trademarks, logos, or other proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent.

We reserve the right at any time to modify or discontinue the Site (or any part or content thereof) without notice at any time. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site or any contact on the Site, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

III. SCOPE OF INFORMATION ON SITE

We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site is at your own risk.

This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

Occasionally there may be information on our Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Site or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Site or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Site or on any related website or Welly-controlled social media page, should be taken to indicate that all information in the Site or on any related website has been modified or updated.

IV. PERSONAL INFORMATION/PRIVACY

For information on how Welly uses and protects the personal information you may provide on the Service, please read the Welly Privacy Policy at: https://www.getwelly.com/policies/privacy-policy. The Privacy Policy is incorporated into these Terms and explains Welly's privacy practices. By using the Service, you agree to the terms of the Privacy Policy.

V. COMPANY COMMUNICATIONS

By entering into these Terms of Service or using the Site or Welly-controlled social media pages, you agree to receive communications from Welly and our affiliates and representatives, which may include, without limitation, emails, push notifications, and SMS, MMS and other text messages (“Communications”). Text messages and emails may be directed to any telephone number and email address that you supply to us or that you otherwise agree we may use to communicate with you. Communications may include but are not limited to: informational, transactional, operational and customer service communications concerning your Account, product orders, payments, appointments or use of the Site or Services. If you provide us with your email address, you agree we may use it to send you offers, promotions and news about our company, products and services. IF YOU OPT-IN TO RECEIVE PROMOTIONAL TEXT MESSAGE COMMUNICATIONS, YOU MAY ALSO RECEIVE OFFERS, PROMOTIONS AND OTHER MARKETING-RELATED COMMUNICATIONS VIA TEXT MESSAGE. YOU AGREE THAT TEXT MESSAGES MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY. Message frequency will vary. You also agree that carrier Message and Data Rates may apply to any text messages you receive in accordance with your carrier rate plan. YOUR CONSENT TO RECEIVE AUTODIALED PROMOTIONAL TEXT MESSAGES IS NOT REQUIRED AS A CONDITION OF ANY PURCHASE. To opt out of promotional emails, follow the unsubscribe options in the promotional email itself. To opt out of text messages, you can reply with the word “STOP” to any text message you receive from us. However, you acknowledge that opting out of receiving text messages may impact your use of the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

VI. PRODUCTS AND SERVICES

Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy provided herein.

We have made every effort to display as accurately as possible the colors and images of our products sold on our site or through our retail partners. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction as they are not targeted to any such particular jurisdiction, person or region. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site is void where prohibited.

We control and operate this Site from within the United States of America. While you may access the Site from anywhere within the United States of America, you understand and agree that we are not purposefully directing, targeting, or otherwise aiming, any activity to where you may be located through its operation of the Site, the use of which the parties agree is exclusively subject to New York law. . Unless otherwise specified on or by the Site, this Service is intended to promote only those Welly products that are sold generally by Welly in the United States and its territories and possessions, not targeted to any such particular jurisdiction, and Welly makes no representation that materials in the Site or the products described thereby are appropriate or available for use in other locations. All visitors to the Site are responsible for compliance with all local laws applicable to them with respect to the content and operation of the Site.

VII. ONLINE STORE TERMS

If you wish to purchase any product or service made available through the Site (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Site. We reserve the right to change our Payment Processor at any time. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, as they may be modified from time to time, in addition to these Terms of Service. We are not responsible for errors by the Payment Processor. By choosing to Purchase our products and/or services through the Site, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for such products and services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider. You agree to pay for your Purchase using that selected payment method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. We assume no liability or responsibility for any payments you may make through the Site. If your payment fails, we (or the Payment Processor) may retain collection agencies and legal counsel to collect fees owed.

Prices for our products are subject to change without notice. We reserve the right to refuse or cancel your Purchase at any time for any reason, including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. Our delivery to you of an email confirmation following your placement of an order does not constitute our acceptance of such order, and we reserve the right to reject such order or limit the quantity of product or service offerings under such order. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Items purchased on the Welly Site are “FINAL SALE” and cannot be returned for refund or exchange (the “Return Policy”). Items purchased elsewhere must be returned to their original point of purchase. Should you have any issue with your order, please telephone 1 833 BE WELLY, or email to hello@getwelly.com so that a Welly staff can assist you.

VIII. ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities Purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. The Site may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy at www.getwelly.com/pages/privacy-policy.

IX. OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control or input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We will have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

X. INTELLECTUAL PROPERTY RIGHTS

Welly Content, Software and Trademarks: You acknowledge and agree that the Site may contain content or features (“Welly Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Welly Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Site. In connection with your use of the Site you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Site or the Welly Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Site or distributed in connection therewith are the property of Welly, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Welly.

The Welly name and logos are trademarks and service marks of Welly (collectively the “Welly Trademarks”). Other company, product, and service names and logos used and displayed via the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Welly. Nothing in these Terms of Service or the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Welly Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of Welly Trademarks will inure to our exclusive benefit.

Third Party Materials: Under no circumstances will Welly be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Welly does not pre-screen content, but that Welly and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, Welly and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Welly, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Site: With respect to the content or other materials you upload through the Site or otherwise provide to Welly, by postal mail or otherwise, or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Welly and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Site or the promotion, advertising or marketing thereof or of any products or services in any form, medium or technology now known or later developed. You agree that your User Content will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your User Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Site or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any User Content. You are solely responsible for any User Content you upload and their accuracy. We take no responsibility and assume no liability for any User Content posted by you or any third party.

We are and will be under no obligation (1) to maintain any User Content in confidence; (2) to pay compensation for any User Content; or (3) to respond to any User Content. You acknowledge and agree that Welly may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Welly, its users and the public. You understand that the technical processing and transmission of the Site, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site and/or Welly’s products or services (“Submissions”), provided by you to Welly are non-confidential and Welly will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Copyright Complaints: Welly respects the intellectual property of others, and we ask our users to do the same. 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, you should notify Welly of your alleged infringement claim in accordance with the procedure set forth below.

Welly will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Welly’s Copyright Agent at cristina.carvalho@afslaw.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at:

Cristina A. Carvalho
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006 United States
Phone: 202. 857. 6000
Fax: 202. 857. 6395

To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site; your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the District of Minnesota and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Welly will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Welly has adopted a policy of terminating, in appropriate circumstances and at Welly’s sole discretion, users who are deemed to be repeat infringers. Welly may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites: Certain content, products and services available via our Site may include materials from third parties. Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party websites or products should be directed to the applicable third party.

XI. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from, directly or indirectly, using, or directing any third party to use, the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property or privacy rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Site, other websites, or the Internet; (l) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; or (m) to use the Site for any commercial or for-profit manner or purpose, including, but not limited to, for the purpose of, or with the intention of initiating, future litigation or arbitration, including using the Site in order to trigger or induce an alleged violation of any law. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation terminating your use of the Site and/or suspending or terminating your account.

XII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

AS IS. WE DO NOT PROMISE, COVENANT, REPRESENT, WARRANT OR GUARANTEE THAT YOU OR ANY OTHER USER OF THE SITE WILL OBTAIN ANY PARTICULAR OR TANGIBLE RESULT OR GOAL THROUGH THE USE OF THE SITE, OR ANY PRODUCT OR SERVICE MADE AVAILABLE ON OR THROUGH THE SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE AND THE PRODUCTS AND SERVICES OFFERED ON THE SITE IS AT YOUR SOLE RISK, AND THE SITE, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SITE, PRODUCTS OR SERVICES.

WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE, PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR STANDARDS; (2) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, SAFETY, INTEGRITY, ACCURACY, EFFICACY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU FURTHER AGREE THAT THE SITE IS PROVIDED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY OVER THE PUBLIC INTERNET, AND ANY DATA OR OTHER INFORMATION OBTAINED BY WELLY OR THIRD PARTIES FROM YOUR USE OF THE SERVICE HAS NO VALUE TO YOU, AND NO INJURY CAN RESULT FROM YOUR USE OF THE SITE.

Limitation of Liability. In no case will Welly, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, statutory, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), statute, strict liability or otherwise, arising from your use of the Site or any products or services procured using the Site, or for any other claim related in any way to your use of the Site or any product or service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Site or any content (or product) posted, transmitted, or otherwise made available via the Site, even if advised of their possibility or information shared through the Site including information shared to third parties.

Jurisdictional limitations: SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION AND THE SECTION BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION OR THE SECTION BELOW IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION, OR THE SECTION BELOW OR ANY OTHER SECTION.

You understand that this section is an essential aspect of our ability to provide the Site to you, and that we would not be able to do so without these provisions. If you do not intend to honor these provisions, do not use the Site.

XIII. INDEMNIFICATION

Agree to Indemnify: You agree to indemnify, defend and hold harmless Welly and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (collectively, “Indemnitees”), harmless from any claim or demand, including reasonable attorneys’ fees incurred from counsel selected by Welly in our sole discretion, made by any third party due to or arising out (i) your use of the Site or any service available on or through the Site, (ii) any violation by you of these Terms of Service, or any other policy posted from time to time on the Site applicable to your use of the Site, or (iv) your violation of any applicable laws or regulations (“Indemnified Matters”). We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses. You agree not to settle any Indemnified Matters without the prior written consent of Welly.

Separately, if you initiate (or threaten to initiate) any litigation, arbitration, or otherwise assert any claim against the us that is based or relies, in whole or in part, upon a repudiation or breach of any promises, representations, warranties, agreements, or consents that you have made to or with us pursuant to these Terms of Service (collectively “Prohibited Legal Actions”), you agree to indemnify and hold us harmless from any and all liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys’ fees of counsel selected in our sole discretion and other legal costs) that arise from or relate to the Prohibited Legal Action, regardless of the legal theory of the Prohibited Action and whether it is brought or asserted individually or as part of a collective or class proceeding.

California and Other Jurisdictions Waiver: If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

XIV. DISPUTES

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND INCLUDES AN AGREEMENT TO ARBITRATE DISPUTES WITH WELLY AND CLASS ACTION WAIVER.

a. Pre-Arbitration Dispute Resolution

Welly is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@getwelly.com.

For all disputes, you must first give Welly an opportunity to resolve the dispute by writing us at

111 River Street, Hoboken, NJ 07030, Attn: General Counsel, and providing the following information: (1) your name, (2) your address and email address, (3) a written description of your claim, expressly including any available documentation supporting or otherwise evidencing your claim that is in your possession or available to you through a third party, and (4) a description of the specific relief you seek, the damages and/or injury you suffered, and a calculation for any such damages (a “Dispute Notice”). Each Dispute Notice is limited to a single Dispute between you and us. As such, your dispute and the disputes of other parties may not be combined into a single Dispute Notice.

Within 60 days after receiving a complete Dispute Notice, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and Welly (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. Welly will participate in the Conference through one or more representatives, which may include our counsel.

Both you and Welly agree that the foregoing dispute resolution procedure (the “Pre-Arbitration Claim Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation or otherwise filing any claim against the other party. If any aspect or requirement of the Pre-Arbitration Claim Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the dispute.

b. Arbitration Agreement, Class Action Waiver, Punitive Damages Waiver

Any claim between you and Unilever related to these Terms of Service or your use of the Site, if unresolved through informal pre-arbitration discussions, will be resolved by binding arbitration, except to the extent either party elects to resolve a dispute subject to the jurisdiction of a small claims court. You and Welly further agree that any dispute, whether at law or equity, arising out of or relating in any way to these Terms of Service (including any alleged breach thereof), the Site, any advertising, any Welly-controlled social media page, any aspect of the relationship or transactions between us, shall be resolved in its entirety on an individual basis (not classwide or collective) through binding arbitration. Any dispute regarding the scope of this Arbitration Agreement shall be decided by the arbitrator.

You and Welly agree that any arbitration under this Arbitration Agreement will take place on an individual basis, except as otherwise provided below, and that proceedings as a private attorney general are not permitted.

c. Arbitration Procedures

If any dispute between you and Welly is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Welly may initiate arbitration proceedings. Any controversy or claim arising out of your use of this Service or these Terms of Service shall be settled by binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”), in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You agree that Welly accommodating any location request for your convenience will not subject Welly to personal jurisdiction in such forum. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Please go to www.jamsadr.com to see a complete copy of the JAMS Rules and Procedures or to submit a claim for arbitration. In resolving a claim for arbitration, the arbitrator shall apply New York State law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable, or illegal is that claims will not be arbitrated on a class, representative, or collective basis, or as a private attorney general on behalf of other persons similarly situated, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitrate the dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made and all initial filing requirements are met, unless further extended by mutual agreement of the parties. Disputes regarding the scope of this agreement to arbitrate shall be resolved by the arbitrator.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS SECTION SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY NOT BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS.

However, notwithstanding the above, if you file a demand for arbitration that is one of fifty (50) or more similar demands for arbitration filed against Welly by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Procedures”), or any successor rules or procedures intended to or having the effect of reducing the cost of Mass Arbitration. The Mass Arbitration Procedures are available at www.jamsadr.com/mass-arbitration-procedures.

You and Welly agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms of Service, including any claim that all or any part of these Terms of Service are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section XIV, or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.

DO NOT USE THE SERVICE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

d. Other Dispute Resolution Terms

In the event of any dispute between the parties, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the dispute. As in court, you and Welly agree that any counsel representing someone in arbitration certifies that they will comply with the requirements of Federal Rule of Civil Procedure 11, including a certification that the claim or the relief sought is neither legally or factually frivolous, nor brought for an improper purpose.

You acknowledge that if you are in breach of any provisions of these Terms of Service, you shall not have the right to enforce any of the provisions herein. This includes, but is not limited to, any rights or remedies that would otherwise be available to you under these Terms of Service.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO YOUR USE OF THIS SERVICE OR THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

e. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

XV. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms of Service. Such a determination will not affect the validity and enforceability of any other remaining provisions.

XVI. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date will survive the termination of this agreement for all purposes. You agree that Welly, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if Welly believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site, may be referred to appropriate law enforcement authorities. Welly may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Welly may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Welly will not be liable to you or any third party for any termination of your access to the Site.

XVII. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service will not be construed against the drafting party.

XVIII. GOVERNING LAW; VENUE

These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Welly agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York.

Any disputes not subject to arbitration pursuant to Section XIV, shall be resolved by a court located in New York and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that, to the extent permitted by law, any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective, or representative capacity.

XIX. WAIVER OF JURY TRIAL

WELLY AND YOU ALSO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHT OR REMEDIES UNDER, OR ARISING IN CONNECTION WITH OR RELATING TO, THESE TERMS OF SERVICE.

XX. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, users of the Site from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Welly Health PBC, Suite 2800 60 S 6th St Minneapolis, MN 55402 or 1(833) BE-WELLY.

XXI. CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at hello@getwelly.com.