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The following are the Terms and Conditions (the "Agreement") which govern your access and use of our online and app platform through which peer support may be provided (collectively the "Platform"). This website is owned and operated by ShareWell Labs, Co. d.b.a. ShareWell. The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the website sharewellnow.com and its related Platforms.

By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform.

When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the "Company").

Who Can Use the Platform

The Platform is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions.

By using this Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

Users are strictly prohibited from impersonating any individual, group, or organization. This includes, but is not limited to:

  • Using another person's personal information without authorization.
  • Utilizing someone else's contact details.
  • Assuming another individual's name or likeness.

If a user is found to be engaging in impersonation, we reserve the right to permanently terminate all accounts associated with the offending party. Such actions are taken to protect the integrity of our community and safeguard personal identities.

Billing and Charges

You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.

Either you or ShareWell may terminate or cancel your membership at any time. You can terminate your membership by modifying your subscription plan under “Membership.” Termination shall be effective upon the end of your then-current subscription term. You will be responsible for all charges incurred prior to the cancellation of your membership. Each subscription term will renew automatically at the end of the then-current subscription term unless terminated in accordance with this Agreement by either you or ShareWell.

If you have any concerns about a bill or a payment, please contact us immediately by sending an email to [email protected]. We will evaluate your issue on a case-by-case basis and, at our discretion, take steps to resolve any issue, including but not limited to helping you find a new Host, extending your subscription at no cost to you, and issuing partial or full refunds when applicable.

Conduct Relating to your Session

When you sign up for and attend our sessions, certain standards of conduct must be followed in order that all attendees get the full benefit of the sessions and their privacy and other rights be respected. Each of the Hosts have agreed, and by accessing the Platform, you also agree to the following rules of conduct in and following sessions.

1. Confidentiality

Everything in the session must remain confidential. Specifically, you are not permitted to discuss or divulge, orally or in print, anything related to the identity of another attendee or anything that occurred in session with respect to another attendee.

2. Privacy (The Stop Rule)

No attendee is required to answer any question, to participate in any activity, or divulge any information.

3. Dignity; Timeliness

There is no tolerance for objectionable content or abusive users. No attendee is ever to be humiliated, hazed, or abused in any way. Notwithstanding the foregoing, if you are a threat to yourself or others (showing suicidal or homicidal intent), your Host(s) may need to report your statements and/or behaviors to family, your therapist, or other appropriate mental health or law enforcement professionals in order to keep you and others safe.

Attendees are expected to log in on time and remain for the entire session.

4. Violence or Intimidation; Alcohol and Drugs

Violence or intimidation toward other attendees, as well as shouting and profanity, are never tolerated. Attendees should take turns speaking and not talk over one another. Attendees should respect the rights of others to express their opinions.

Attendees are prohibited from participating in sessions while under the influence of alcohol or drugs (excluding prescription drugs specifically prescribed to the attendee, and being used in strict accordance with the prescription).

5. Relationships outside Session

ShareWell is not responsible for any relationships potentially arising from sessions, or conducted outside the Platform.

6. Lived Experience

Attendees and Host are required to have lived experience of the session topic.

7. Peer Support

Sessions are rooted in peer support defined as the sharing of common experience. Sessions are not group therapy and Hosts are not trained mental health clinicians. Neither Hosts nor Attendees are qualified to give mental health advice or diagnose conditions.

The Hosts and Host Services

The Platform may be used to connect you with a Host who will provide services to you through the Platform (“Host Services”).

The Hosts are independent providers who are neither our employees nor agents nor representatives. The Platform's role is limited to enabling the Host Services while the Host Services themselves are the responsibility of the Host who provides them. If you feel the Host Services provided by the Host do not fit your needs or expectations, you may change to a different Host who provides services through the Platform.

While we hope the Host Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone's needs and that they may not be appropriate for every particular situation and/or may not be a complete substitute for a face-to-face examination and/or care in every particular situation.

From time to time, the Platform may include content, text, data, graphics, images, photographs, audio, video, information, suggestions, guidance and other materials including, without limitation, outputs provided by third parties and outputs provided in direct response to your inputs (“Outputs”). Outputs do not constitute, and are not intended for use as or as a substitute for, medical advice, diagnosis or treatment. The outputs are not personalized to you and do not diagnose any condition you may or may not have. You should always talk to a qualified medical provider about any questions you may have about a medical condition, symptoms or your health. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding your symptoms, health or a medical condition, and before starting, stopping or modifying any treatment, medication or care plan or making any other medical decisions. Any decisions you make affecting your health should always be made in consultation with a medical provider.

We do not warrant the accuracy, completeness, or usefulness of any Outputs or other information presented on or through the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents or other Outputs.

Outputs provided by third parties, third-party licensors, aggregators and/or reporting services are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN THE US) AND NOTIFY THE RELEVANT AUTHORITIES. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE HOSTS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED PEER SUPPORT OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.

DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM.

Intellectual Property Rights

The Platform, which includes its entire contents and other Outputs, features, and functionality (including but not limited to all information, features, software, text, displays, images, video, and audio, and the design, selection and arrangement thereof), is owned by the Company, its licensors or other providers of such material and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

This Agreement permits you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

  • Your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • Our Platform is available for download to your mobile device, and if you do so, it may update automatically. So long as you comply with this Agreement, we give you a limited, nonexclusive, non-transferable, revocable license to use the Platform, solely for your own personal, non-commercial use.
  • Except and solely to the extent such a restriction is impermissible under applicable law, you must not:
    • Reproduce, distribute, publicly display or publicly perform the Platform.
    • Make modifications to the Platform.
    • Interfere with or circumvent any feature of the Platform, including any security or access control mechanism.
    • Reverse engineer or decompile any part of the Platform or any services or materials available through the Platform, attempt to do so, or assist anyone in doing so.
    • Access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.
    • Use the Platform if you are prohibited under applicable law from doing so.
    • Engage in any other use or activity that violates any applicable law, intellectual property, privacy or other rights, or that would otherwise give rise to liability.

No right, title or interest in or to the Platform, which includes any content on the Platform or other Output, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Agreement is a breach of these Agreement and may violate intellectual property, copyright, trademark, and other laws.

Notwithstanding any of the above:

To the extent any component of the Platform may be offered under an open-source license, we will make that license available to you and the provisions of that license may expressly override some of these Agreement.

You may communicate information provided through the Platform to an accredited, licensed counselor/therapist, provided you do not remove or obscure any notices regarding intellectual property rights.

You agree that your use of the Platform will not intentionally infringe or facilitate infringement on any copyright, patent, trademark, trade secret or other proprietary, publicity or privacy rights of any party, including such rights of third parties. The Company maintains the right to delete any information provided by you that it deems fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform (“Feedback”), then you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.

User Content

Certain features of the Platform may permit you to upload content to the Platform, including descriptions of symptoms, photos, and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform.

By providing User Content to or via the Platform, you grant us a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content in connection with providing the Platform to you and improving the Platform and the Company's other products and services.

The Company disclaims all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Platform.

The Company does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Platform by its users. You acknowledge and agree that the Company reserves the right to, and may from time to time, monitor all information transmitted or received through the Platform for operational and other purposes. If at any time the Company chooses to monitor the content, the Company still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied and used.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company, its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

Arbitration Notice and Class Action Waiver

Except for certain kinds of disputes described in the “Disputes” section below, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

Privacy and Security

Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://sharewellnow.com/privacy-policy (The ‘Privacy Policy’).

BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO PLATFORM TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.

Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THROUGH ANY SITES OR RESOURCES LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, OUTPUT, AND ANY SERVICES OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, OUTPUT, AND ANY SERVICES OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM, ITS CONTENT, OUTPUT OR ANY SERVICES OBTAINED THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OUTPUT OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, ANY APPS LINKED TO IT, ANY CONTENT ON OR OUTPUT OF THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM, ANY APPS LINKED TO IT OR ANY CONTENT ON OR OUTPUT OF THE PLATFORM.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU THROUGH THE PLATFORM IN THE 3 MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THIS SECTION (“LIMITATION ON LIABILITY”) DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

This section (limitation of liability) shall survive the termination or expiration of this Agreement.

Your account, representations, conduct and commitments

You hereby confirm that you are legally able to consent to receive Services, and that you are legally able to enter into a contract.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

You agree and commit not to use the account or Account Access of any other person for any reason.

You agree and confirm that your use of the Platform, including the Host Services, are for your own personal use only and that you are not using the Platform or the Host Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Hosts and us.

If you receive any file from us or from a Host, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Platform, including, but not limited to, your User Content, any use of the Platform's content or other Output, services and products other than as expressly authorized in this Agreement, or your use of any information obtained from the Platform. This clause shall survive expiration or termination of this Agreement.

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.

Communications

When you use the Platform or contact us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices, alerts, prompts, information fields or other information through the Platform. We may also communicate with you through push notifications if you enable them on your mobile device. If you opt in to receive text messages, we may also communicate with you through text messages. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

Children

The Platform is not intended for anyone under the age of 18. If you are under 18 years of age, Platform use or access is prohibited. By using the Platform, you affirm that you are 18 years of age or older.

Monitoring and Enforcement; Termination

We have the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. We may terminate or suspend your access to all or part of the Platform for any violation of these Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND AGREE TO HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PERSONS IN CONNECTION WITH INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all User Content before it is submitted on the Platform, and cannot ensure prompt removal of objectionable User Content after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Changes to the Platform

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Information About you, your Location, and your Visits to the Platform

You agree that we may collect, use and share your personal information in connection with providing you the Platform and related services. By using the Platform or any of the services, you consent to us collecting and using technical information about the devices and related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide any services to you.

Certain services may make use of location data sent from your devices. For information about how to turn off this functionality, please consult the location services settings for the Platform on your device. If you do not turn off this functionality, you consent to our transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based services.

Posting on Websites

You must not cause the Platform or portions of it to be displayed on, or appear to be displayed by, any website, for example, framing, deep linking or in-line linking. You must not otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of this Agreement.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Modifications, Termination, Interruption and Disruptions to the Platform

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform's reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

You understand that we cannot and do not guarantee or warrant that the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

Disputes

In the interest of resolving disputes between you and the Company in the most expedient and cost effective manner, you and the Company agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration, except that nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising from or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY IS EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Any arbitration between you and the Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting the Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Company's address for Notice is: Sharewell Labs Co. 77 Van Ness Ave. Ste 101-1206 San Francisco, CA 94102. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or the Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or the Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by the Company in settlement of the dispute prior to the award, the Company will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

If you commence arbitration in accordance with these Agreement, the Company will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non- appearance-based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

If any provision in this section (“Disputes”) is found to be valid or unenforceable, all other provisions in this section (“Disputes”) will remain valid and enforceable, except that if the preceding paragraph is found to be unenforceable or if the entirety of this section (“Disputes”) is found to be unenforceable, then the entirety of this section (“Disputes”) will be null and void and, in that case, the parties agree that the jurisdiction and venue described in the preceding section (“Governing Law and Jurisdiction”) will govern any action arising out of or related to this Agreement.

If the Company makes any future change to the arbitration provisions in this section, other than a change to the Company's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to the Company's address for Notice of Arbitration, in which case your account with the Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Limitation on Time to File Claims

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Notices

We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to [email protected].

Important notes about our Agreement

This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the Northern District of California, or the state courts located in San Francisco County in California. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

We may freely transfer or assign this Agreement or any of its obligations hereunder.

The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

Last Updated: January 14, 2025