EFFECTIVE APRIL 20, 2020
THESE TERMS OF USE (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND AT THE WELL, INC. (“At The Well”, “WE” OR “US”). THESE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTP://WWW.ATTHEWELLPROJECT.COM (THE “SITE”). BY USING THIS SITE OR OTHERWISE AGREEING TO THESE TERMS, YOU ARE AGREEING TO ALL THE TERMS, AND THESE TERMS WILL GOVERN YOUR BROWSING, VIEWING AND OTHER USE OF THE SITE; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
PLEASE READ THESE TERMS CAREFULLY, AS THEY (AMONG OTHER THINGS) PROVIDE THAT YOU AND AT THE WELL WILL ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND THAT YOU WILL NOT BRING CLASS ACTION CLAIMS AGAINST AT THE WELL. PLEASE ONLY CREATE A USER ACCOUNT OR OTHERWISE USE THE SITE IF YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS HEREIN. IF YOU ARE VIEWING THIS ON YOUR MOBILE DEVICE, YOU CAN ALSO VIEW THIS AGREEMENT VIA A WEB BROWSER AT HTTP://WWW.ATTHEWELLPROJECT.COM/TERMS-OF-USE. YOUR ACCEPTANCE OF THIS AGREEMENT CREATES A LEGALLY BINDING CONTRACT BETWEEN YOU AND AT THE WELL.
Changes.
At The Well may make modifications, deletions and/or additions to these Terms (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after At The Well provides notice of the Changes, whether such notice is provided through a Site’s user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first.
General Use.
Use of the Site by anyone under the age of 13 is prohibited. By using the Site, you represent, acknowledge and agree that you are at least 13 years of age. and are using our Site under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of eighteen (18), you agree to be fully responsible for the acts or omissions of such user in connection with our Site.
At The Well provides content through the Site that is the copyrighted work of At The Well or At The Well’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.
Subject to these Terms, and your compliance with these Terms, At The Well hereby grants you a limited, personal, non-exclusive, revocable and non-transferable rights to use and to display the Materials and to use this Site solely in accordance with the functionality of the Site for your personal use. Except for the foregoing right, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Site or Materials in any manner.
If you breach any of these Terms, the above right will terminate automatically, and you must immediately destroy any downloaded or printed Materials.
Using the Site and the Services on the Site.
You can simply view the Site. You need not register with At The Well to simply visit and view the Site. However, in order to access certain portions of the Site, you may be required to provide specific information and to create a user ID and password to establish an account. You agree that the information you provide in connection with establishing any account is accurate and that you will keep your information up-to-date. You are responsible for the security of all of your user names, passwords and registration information (such as unique account identifiers), and you are solely responsible for any use (authorized or not) of your account(s). You agree to notify us immediately of any unauthorized activity regarding any of your accounts or other breach of security. We may in our discretion suspend or terminate any of your user names and passwords at any time with or without notice. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that At The Well reserves the right to disable any user account with a profile which At The Well believes (in its sole discretion) is false or misleading (including a profile that impersonates a third party).
Privacy Policy.
The At The Well Privacy Policy, at http://www.atthewellproject.com/privacy-policy/ (the “Privacy Policy”), describes the collection, use and disclosure of data and information by At The Well in connection with the Site. The Privacy Policy, as may be updated by At The Well from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclosure practices set forth therein.
Links to Third-Party Site.
The Site may include links to other web sites that are not At The Well sites (collectively, “Third-Party Sites”). Certain areas of the Site may allow you to interact with such Third-Party Sites and, in certain situations, you may be transferred to a Third-Party Site through a link. You acknowledge and agree that the Third-Party Site may have different privacy policies and terms and conditions and/or user guides and business practices than At The Well, and you further acknowledge and agree that your use of such Third-Party Site is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides and not by these Terms or the Privacy Policy. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Site. At The Well is providing links to the Third-Party Site to you as a convenience, and At The Well does not verify, make any representations or take responsibility for such Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Site. YOU AGREE THAT AT THE WELL WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply At The Well’ endorsement or recommendation.
Indemnification.
You agree to indemnify and hold At The Well and its affiliated companies and its and their officers, directors, employees, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) At The Well or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand arising from your use or misuse of the Site, including any such claim or demand that such use or misuse violates any applicable law or regulation, or violates the copyrights, trademark rights or other rights of any third-party provided that the foregoing does not obligate you to the extent the claim or demand arises out of At The Well’s willful misconduct or gross negligence.. These indemnity obligations will survive termination of your relationship with At the Well or your ceasing to use the Site. At The Well reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with At The Well in asserting any available defenses.
Proprietary Rights.
“At The Well” is a trademark of At The Well in the United States. Other trademarks, names and logos on the Site are the property of their respective owners. Unless otherwise specified in these Terms, all Materials, including such trademarks and all information and screens appearing on the Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of At The Well or its licensors. All rights not expressly granted herein are reserved by At The Well. Except as otherwise required or limited by applicable law or as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Materials. At The Well reserves the right to modify or discontinue the Site or any version(s) thereof at any time in its sole discretion, with or without notice.
Additional Terms.
When you use certain features or materials on the Site, or participate in a particular promotion or event through the Site, such use or participation may be subject to additional terms and conditions posted on the Site. Such additional terms and conditions are hereby incorporated within these Terms, and you agree to comply with such additional terms and conditions with respect to such use or participation.
Termination.
You may terminate these Terms at any time, for any reason or for no reason, by contacting us at hello@atthewellproject.com.You agree that At The Well, in its sole discretion and for any or no reason, may terminate these Terms, your account or your use of the Site, at any time and without notice. At The Well 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 At The Well shall not be liable to you or any third-party for any such termination. The Sections titled “Links to Third-Party Site,” “Indemnification,” “Proprietary Rights,” “Additional Terms,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Arbitration,” “Local Laws; Export Control,” “Feedback” and “General” will survive any termination of these Terms.
Disclaimer of Warranties.
Your use of the Site is at your own risk. The Materials have not been verified or authenticated in whole or in part by At The Well, and they may include inaccuracies or typographical or other errors. At the Well does not warrant the accuracy of timeliness of the Materials contained on this Site. At The Well has no liability for any errors or omissions in the Materials, whether provided by At The Well, our licensors or suppliers or other users.
AT THE WELL, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. AT THE WELL DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL AT THE WELL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU FOR (A) ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) WHICH ARISE OUT OF OR RELATE TO THE SITES, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH AT THE WELL, EVEN IF AT THE WELL OR AN AT THE WELL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF ONE HUNDRED UNITED STATES (US$100.00) DOLLARS (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF USE OR OTHER INTANGIBLE LOSSES) HOWEVER ARISING, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF AT THE WELL KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE AT THE WELL’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Arbitration.
This “Arbitration” section is referred to herein as the “Arbitration Agreement.” The parties agree that any and all controversies, claims, or disputes between you and At The Well arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
Procedures. Arbitration will be conducted by a single neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in these Terms. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against At The Well.
Venue. The arbitration shall be held in the District of Columbia or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or At The Well may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the District of Columbia, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of the Site, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
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.
Severability. If a court decides that any term or provision of this Arbitration Agreement other than the Class Action Waiver is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.
Local Laws; Export Control.
At The Well controls and operates the Site from the United States of America and the Materials may not be appropriate or available for use in other locations. If you use the Site outside the United States of America, you are responsible for following applicable local laws. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Site and you agree that you shall not transfer, or authorize the transfer, of any content to a prohibited country or otherwise in violation of any applicable laws. In particular, but without limitation, the content may not be exported or re-exported, in violation of any applicable laws, (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using any content subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Feedback.
If you provide any communications, comments, questions, suggestions, or related materials to At The Well, whether orally, in writing or otherwise (collectively, “Feedback”) with respect to the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and At The Well is free to use and otherwise exploit, without any attribution or compensation to you such Feedback, including all intellectual and other proprietary rights therein, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that At The Well is not obligated to use, display, reproduce, or distribute any such Feedback, and you have no right to compel such use, display, reproduction, or distribution. If an assignment of all right, title and interest in any Feedback is barred by applicable law, you nevertheless hereby grant to At The Well an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, unrestricted license to use, distribute, make, exploit, practice, reproduce, modify, adapt, publish, translate, publicly perform, publicly display and otherwise exploit, and authorize others to do so, all such Feedback in any manner whatsoever, in any medium now known or later developed, without compensation, attribution or any obligation to you or to any other person or entity.
General.
If the use of the Site by you or anyone using your account, in At The Well’s sole discretion, violates these Terms or any other At The Well agreement or policy, is objectionable or unlawful, or interferes with, disrupts or degrades the functioning or use of the Internet or our computer systems in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of any of the Site then, without limiting any other right or remedy At The Well may have, we may suspend, deny or restrict your access to the Site (and to take any other action At The Well deems appropriate to protect At The Well, our users and other customers). You agree not to re-join or attempt to use the Site if At The Well has banned or suspended you. Any illegal activities undertaken in connection with the Site may be referred to the authorities. Without limiting the general policy stated above, you agree not to use the Site (including by linking to the Site), in any manner that:
- is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, fraudulent, gratuitously violent, obscene, deceptive, pornographic, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful or abusive;
- infringes or misappropriates At The Well’s or a third party's intellectual property, confidentiality, or other rights;
- advocates or solicits violence, criminal conduct or the violation of law or the rights of any third party;
- distributes advertising or promotional content;
- compiles, uses, downloads or otherwise copies any user information and/or usage information (whether or not such information constitutes personally identifiable information), or that impermissibly transmits, provides or otherwise distributes such information to any third party;
- provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate the Site or that is available through the Site;
- accesses (or attempts to access) any of the Site’s content by any means other than through the interface that is provided by At The Well. You specifically agree not to access (or attempt to access) any of the Site’s content through any automated script or routine, including "robots," "spiders," "offline readers," bots, web crawlers or other means, that accesses the Site’s content in a manner that sends more request messages to servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
- interferes with or disrupts the Site’s content (or the servers and networks which are connected to the Site’s content), whether via malicious software or otherwise; and/or
- reproduces, duplicates, redisplays, frames, makes copies of, or resells the Site’s content for any purpose.
Subject to the Arbitration Agreement, District of Columbia law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. You agree that any action at law or in equity arising out of or relating to this Agreement or the Site that is not subject to the Arbitration Agreement shall be filed only in the courts located in the District of Columbia. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. At The Well’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and At The Well and supersede all prior or contemporaneous negotiations, discussions or agreements between you and At The Well about this Site. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. these Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by At The Well without restriction.
Contact Us.
If you have any questions about these Terms or otherwise need to contact At The Well for any reason, you can email us at hello@atthewellproject.com.
Copyright © 2020 At The Well, Inc., all rights reserved.
