BEWELL CONNECT TERMS OF SERVICE
Effective Date: December 1st ,2016

Innovation in health

BewellConnect Corp. (“BewellConnect”, “we” or “us”) offers health monitoring devices designed for use in connection with BewellConnect’s suite of mobile applications. These Terms of Service (these “Terms”) describe the terms and conditions on which BewellConnect provides you with access to and use of the BewellConnect Platform (as defined below).

 

Before accessing and using the BewellConnect Platform, please read these Terms carefully because they constitute a legal agreement between BewellConnect and you.

BY ACCESSING AND USING THE BEWELLCONNECT PLATFORM, YOU AFFIRM THAT:

  • YOU HAVE READ AND UNDERSTAND THESE TERMS;
  • YOU WILL COMPLY WITH THESE TERMS; AND
  • YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.

IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please see “DISCLAIMER OF WARRANTIES”, “LIMITATIONS OF LIABILITY”, “WAIVER OF RIGHT TO PURSUE CLASS ACTION CLAIMS”, “LIMITATION ON TIME TO BRING AN ACTION” and “AGREEMENT TO ARBITRATE CLAIMS; JURY TRIAL WAIVER” sections below for more information.

 

Your affirmative act of using and/or registering for the BewellConnect Platform constitutes your consent to enter into agreements with BewellConnect electronically. If you do not agree to any of these Terms, please do not use the BewellConnect Platform.

We use the term “BewellConnect Platform” to refer to all software, products, content and services provided by BewellConnect, including all of the following:

  • The health monitoring devices bearing BewellConnect’s brand, including all software embedded in such devices (the “Devices”);
  • BewellConnect’s suite of mobile applications, including without limitation BewellConnect™, BewellCheckup™, MyTENS™ and MyDoc™ (the “Apps”);
  • The BewellConnect website and other websites or other digital services on or to which these Terms are linked or referenced (such websites and digital services, collectively, the “Website”);
  • All information and data (excluding Personal Data and Health Data, as defined in our Privacy Policy), text, photographs, audio, video and other materials and content (collectively, “Content”) available through the Devices, Apps or Website, or otherwise provided to you by or on behalf of BewellConnect through the Services (“Platform Content”); and
  • Any services provided by or on behalf of BewellConnect in connection with the Devices, Apps and Website (the “Services”).

We may from to time to time modify these Terms. The Effective Date of these Terms is set forth at the top of this webpage. As we add new features, we may amend or supplement these Terms. If any modifications materially change your rights, we will notify you of these changes either by posting notice on the BewellConnect Platform or by sending you an email to the email address we have on file for you.  We will not make changes that have a retroactive effect unless we are legally required to do so. If you disagree with any changes to these Terms, you should terminate your use of the BewellConnect Platform. Your continued use of the BewellConnect Platform after the effective dateconstitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of or agreements, notices or statements about the Terms.

Certain features of the BewellConnect Platform, such as certain Apps, additional services, promotions, offers and research studies, may be subject to additional terms and conditions (“Additional Terms”) presented in conjunction with them. We may present Additional Terms to you through the BewellConnect Platform. Regardless of how they are presented to you, we require that you agree to Additional Terms before using these features of the BewellConnect Platform.  Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, you will not have access to the aspect of the BewellConnect Platform to which they relate. These Terms and Additional Terms apply equally. If, however, any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail but only for the service(s) to which the Additional Terms apply.

Information that you provide to us or that we collect about you is governed by our Privacy Policy[1]. Please review our Privacy Policy carefully before opening an account with us, using the Apps to collect data from the Devices or providing us with any information.

The following rules apply to your use of the BewellConnect Platform:

  • You must be at least 13 years of age.
  • If you are under 18, you must have your parent or guardian’s permission to use the BewellConnect Platform.
  • You may use the BewellConnect Platform only for your own personal, non-commercial use, and only for legally permitted purposes. You may not re-sell any aspect of the BewellConnect Platform.
  • If you create an account with us (a “BewellConnect Account”), you are responsible for all use of your BewellConnect Account, including use by others to whom you have provided access to your BewellConnect Account. You also are responsible for any use of your BewellConnect Account by any person that is caused by your failure to secure your user ID or password.
  • You must not provide false or inaccurate registration credentials, impersonate any person or entity, and/or falsely claim an affiliation with any person or entity.
  • The BewellConnect Platform may permit you to create a user profile in your BewellConnect Account for a family member or other individual. You must have each individual’s permission prior to creating a user account for the individual, and you must have the individual’s consent before collecting any data from such individual through the Devices; however, you do not need such consent if the individual is a child under the age of 13 for whom you are a parent or legal guardian. If you have multiple user profiles within your BewellConnect Account, you will be solely responsible for ensuring the data collected through the Devices is attributed to the correct user profile. BewellConnect is not responsible for any consequences resulting from any data that is incorrectly attributed.
  • You must not remove, circumvent, disable, damage, or otherwise interfere with any: (i) security-related features of the BewellConnect Platform; (ii) features of the BewellConnect Platform that prevent or restrict use or copying of any content accessible through the BewellConnect Platform;
    or (iii) features of the BewellConnect Platform that enforce limitations on use of the BewellConnect Platform.
  • You must not intentionally interfere with, or damage operation of the BewellConnect Platform, or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.
  • You must not attempt to gain unauthorized access to the BewellConnect Platform, other accounts, computer systems or networks connected to the BewellConnect Platform, or any part of it, through hacking, password mining or other improper or illegal means. You must not access or attempt to access other users’ BewellConnect Accounts.
  • You must not use any robot, spider, scraper, or other automated means to access the BewellConnect Platform for any purpose without our express prior written permission, or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the BewellConnect Platform, or modify the BewellConnect Platform in any manner or form.
  • You must not send automated queries of any sort to the systems and networks we use to provide the BewellConnect Platform without our express prior written permission.

The BewellConnect Platform is provided for your convenience in monitoring certain data related to your health. You understand that the BewellConnect Platform does not provide medical advice and you agree that your use of the BewellConnect Platform is solely at your own risk.

  • You understand that we are not a health care provider, are not providing medical advice via the BewellConnect Platform, and we have no professional healthcare relationship with you. The BewellConnect Platform does not constitute the practice of medical, nursing or other professional health care activity or delivery of advice, diagnosis or treatment. You should always talk to your physician or other health care provider (“Health Care Provider”) for diagnosis and treatment, including your specific medical needs.
  • The Platform Content and results obtained through your use of the BewellConnect Platform are not intended to be utilized for medical purposes and are not intended to diagnose, treat, cure or prevent any disease, ailment or injury. The Platform Content and results obtained through your use of the BewellConnect Platform should not be used in place of the advice of your Health Care Provider. THIS BEWELLCONNECT PLATFORM HAS NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION.
  • Data collected via the Devices and other results of your use of the BewellConnect Platform should be reviewed together with your Health Care Provider, and you should not take any action or refrain from taking any action based on any data or information you have collected through the BewellConnect Platform.
  • If you encounter any unusual or abnormal data or results through your use of the BewellConnect Platform, or if you have any questions about the data, you should consult with your Health Care Provider.
  • The content, products and services offered by BewellConnect are offered for the purpose of educating consumers on health care and medical issues that may affect their daily lives. Nothing in the content, products or services should be considered, or used as a substitute for, medical advice, diagnosis or treatment. If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately.
  • If you have an emergency, call 911 immediately.
  • You should never disregard medical advice or delay in seeking medical advice because of any Platform Content or any result you obtained from using the Platform.

We may make changes to or discontinue any aspect of the BewellConnect Platform at any time without prior notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of any feature or component of the BewellConnect Platform. However, if such suspension (for any reason other than your material breach of these Terms) or discontinuance affects your access to Enhanced Services (as defined below) for which you have paid in advance, your sole remedy will be that we will refund you all prepaid but unused amounts for the suspended or discontinued Enhanced Services.

We and/or our third party providers own the BewellConnect Platform, and you are granted only a limited right to use the BewellConnect Platform for your personal use. We grant you a limited, non-exclusive, non-transferable right and license to access and use the BewellConnect Platform, solely for your personal, non-commercial use. We and our licensors exclusively own all rights, title and interests (including all intellectual property rights) in and to the BewellConnect Platform and all components thereof. Except for the limited license granted to you as provided above, we reserve all other rights. We may revoke this license at any time for any reason without any further obligation to you except as it relates to the use of Devices for which you have purchased. If we revoke the license with respect to Enhanced Services for which you have paid in advance for any reason other than your breach of these Terms, your sole remedy will be that we will refund you all prepaid but unused amounts for affected Enhanced Services. You may not (nor may you permit others to) copy, modify, create derivative works of, display, perform or distribute any aspect of the BewellConnect Platform. You may not (nor may you permit others to) reverse engineer, reverse assemble, decompile or otherwise attempt to discover any source code or trade secrets within the BewellConnect Platform. You are not granted any rights not expressly provided in these Terms.

All trademarks, trade names and logos appearing on or through the BewellConnect Platform (the “BewellConnect Trademarks”) are owned by us or licensed by us. You may not use or display any BewellConnect Trademarks in any manner without our prior written permission. We reserve all rights.

If you choose to provide us with any comments, suggestions, ideas or other feedback, you agree that we have an unrestricted right to use it, and you are not entitled to receive any compensation.

The BewellConnect Platform permits you to collect, enter and upload health-related data and information for you and others for whom you have created a user profile, both by manually entering data and information and collecting data and information through the Devices. All such data and information provided through your BewellConnect Account is “Your Data and Content”. The following terms apply to Your Data and Content:

  • You agree that our Privacy Policy governs our collection, processing and use of Your Data and Content. Please review our Privacy Policy carefully before opening a BewellConnect Account with us, using the Apps to collect data from the Devices or providing us with any information.
  • Notwithstanding anything to the contrary in these Terms, as between you and us, you always remain the owner of Your Data and Content.
  • You are entirely responsible for all of Your Data and Content. You represent and warrant that you have the necessary rights to provide Your Data and Content through the BewellConnect Platform, including by obtaining express permission to collect any information from anyone other than you.
  • By providing Your Data and Content, you grant us a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide, royalty-free, fully paid up right and license to access, use, create derivative works of, display, perform, distribute and otherwise exploit Your Data and Content (a) for purposes of providing the BewellConnect Platform to you; (b) to create anonymous data, and to use and disclose such anonymous data for any purpose not prohibited by law; (c) to aggregate Your Data and Content with other data sources for comparison and benchmark purposes; (d) to create aggregate measures of BewellConnect Platform usage and performance; (e) for our other business purposes; in each case subject to any restrictions under applicable law, and subject to our Privacy Policy.

If you access and use the BewellConnect Platform on your smartphone, tablet or other mobile device, you must have wireless service through Wi-Fi or a participating wireless service provider and a compatible mobile device. You are responsible for all charges (including data and messaging charges) relating to use of the BewellConnect Platform through your mobile device.

We do not guarantee that the Apps or any aspect of the BewellConnect Platform are compatible with any particular operating system, browser, mobile device or other software or equipment.

By using the Apps, you understand that certain information about your usage of the Apps may be communicated to us.

Certain enhanced or premium features of the BewellConnect Platform (including BewellCheckup™) require payment or a subscription (“Enhanced Services”). You hereby authorize us or our third party payment processor to charge you as applicable for the Enhanced Services that you elect to receive, including, in the case of subscription to Enhanced Services, on a monthly or annual basis. You agree to pay any payments due for and incurred by your use of any Enhanced Services. You agree to pay for the Enhanced Services through your preferred payment method (“Payment Method”), which you may change through your BewellConnect Account settings. We reserve the right to terminate your access to an Enhanced Service for any nonpayment of associated charges. If you want to discontinue an Enhanced Service, then you must cancel that Enhanced Service per applicable cancellation procedures, in which case (i) the cancellation will go into effect at the end of your current billing cycle, and (ii) you will have the same level of access to the cancelled Services through the end of your current billing cycle.

We reserve the right to increase any Enhanced Services fees or to institute new fees at any time upon prior notice, which notice will permit you to cancel your subscription to Enhanced Services prior to institution of increased or new fees.

No refunds or credits will be provided if you cancel any Enhanced Service.

BewellConnect may from time to time, in its sole discretion (without obligation), develop and provide updates for the Apps, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that BewellConnect has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Portions of the BewellConnect Platform may not properly operate if you do not install all Updates, so we encourage you to promptly install all updates. To that end, based on your mobile device settings, when your mobile device is connected to the Internet, either (a) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the BewellConnect Platform and subject to these Terms.

If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:

  • Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of these Terms, then the Apple Device Additional Terms shall control with respect to access and use of the BewellConnect Platform via an Apple Device.
  • Agreement with BewellConnect, Not Apple. You acknowledge that these Terms are an agreement between BewellConnect and you, and not with Apple. BewellConnect, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service shall apply to the extent of any conflict.
  • Scope of License.The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
  • Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. If BewellConnect decides (in its sole discretion) to provide support and maintenance services for an iOS App, BewellConnect is solely responsible for providing such services.
  • In the event of any failure of the an iOS App to conform to any applicable warranty provided by BewellConnect in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is BewellConnect’s sole responsibility. Notwithstanding the foregoing, BewellConnect is not obligated to provide any warranty with respect to an iOS App and you acknowledge and agree that this paragraph will not have any effect on the warranty disclaimers provided in these Terms.
  • Product Claims.You hereby acknowledge that BewellConnect, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Note that pursuant to the limitation of liability provision set forth in these Terms, these Terms will not limit BewellConnect’s liability beyond what is permitted by applicable law.
  • Intellectual Property Rights.You  acknowledge that, in the event of any third party claim that an iOS or your possession and use (in accordance with these Terms) of an iOS App infringes that third party’s intellectual property rights, BewellConnect, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • Third Party Beneficiary.You  hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
  • Questions or Complaints.Please address your questions, complaints or claims with respect to an iOS App to BewellConnect at [customer support email address and phone number]. BewellConnect’s principal offices are located at 185 Alewife Brook Parkway, 02138 Cambridge MA.

We do not control and are not responsible for sites and services provided by third parties, even if linked to or accessed through the BewellConnect Platform (collectively, “Linked Services”). The inclusion of a link does not imply endorsement by BewellConnect of the Linked Service or any association with the operators of the Linked Service. BewellConnect does not investigate, verify or monitor the Linked Services. BewellConnect provides links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Linked Services.

Either you or we may terminate our relationship at any time, with or without cause. In addition, we may deactivate, terminate or suspend your account at any time: (a) if we, in our sole discretion, determine that you are or have been in violation of these Terms; (b) if we, in our sole discretion, determine that you have created risk or possible legal exposure for BewellConnect; (3) in response to requests by law enforcement or other government agencies; (4) upon discontinuance or material modification of the BewellConnect Platform, or (5) due to unexpected technical issues or problems.  We may also stop providing the BewellConnect Platform or create limits on use of the BewellConnect Platform (in each case, whether specifically to you or generally). If we terminate your use of any Enhanced Services for any reason other than your breach of these Terms, we will have no further obligation to you other than to refund you all prepaid but unused amounts for the terminated Enhanced Services.

You may stop using the BewellConnect Platform at any time, however if you do so, you shall not be entitled to any refund for any payments made for Enhanced Services.

These Terms automatically terminate when you fail to comply or if we reasonably believe that you have not complied with any term or condition of them.

Termination will not limit any of our other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms shall survive termination.

You understand and agree that we do not provide any warranty with respect to the BewellConnect Platform. THE BEWELLCONNECT PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Without limiting the foregoing disclaimer, you understand that BewellConnect makes no warranty and expressly disclaims all warranties (a) with respect to the accuracy, completeness, currency or reliability of the BewellConnect Platform, including the BewellConnect Content and results and data collected through your use of the BellwellConnect Platform; (b) that the BewellConnect Platform will meet your requirements, (c) that operation of the BewellConnect Platform will be uninterrupted or virus- or error-free or (d) that any errors in the BewellConnect Platform can or will be corrected. No advice or information obtained through your use of the BewellConnect Platform, whether oral or written, will create any warranty not expressly made herein. You expressly acknowledge and agree that use of the BewellConnect Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

YOUR USE OF THE BEWELLCONNECT PLATFORM IS AT YOUR OWN RISK.

Our liability to you is limited to the fullest extent permitted by law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR DAMAGE TO REAL, TANGIBLE OR INTANGIBLE PROPERTY. YOU UNDERSTAND AGREE THAT BEWELLCONNECT’S MAXIMUM AGGREGATE LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO (a) THE TOTAL FEES PAID BY YOU TO BEWELLCONNECT DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY or (b) IF NO FEES ARE PAYABLE BY YOU FOR SUCH PERIOD, ONE HUNDRED U.S. DOLLARS.

YOU FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY IN THEIR ENTIRETY TO YOU. YOU AGREE, HOWEVER, THAT OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that BewellConnect would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO 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.”

You are responsible for your actions; if we (or any of our employees, directors or agents, or other users of the BewellConnect Platform) are sued or if any claim or action is made or brought against us (or any of our employees, directors or agents, or other users of the BewellConnect Platform) related to anything you do or omit to do (including your (i) use or misuse of the BewellConnect Platform, (ii) any claim related to Your Data and Content, (iii) your violation of these Terms, (iv) your violation of the rights of any other person or entity or (iv) your violation of any applicable law), you will pay any damages, losses, liabilities, expenses, settlement amounts or costs (including attorney’s fees) that we (and/or they) incur as a result of the suit or claim, and, if we request it, you will defend us (and/or them) against the suit or claim.

These Terms shall be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to the choice of law provisions of any jurisdiction.

You agree to only resolve disputes with us on an individual basis, and waive any right to pursue any claims on a class or consolidated basis or in a representative capacity. YOU AND BEWELLCONNECT AGREE THAT EACH 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.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the BewellConnect Platform brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.

By agreeing to these Terms, both you and we are waiving the right to a jury trial on any disputes that may arise.

You agree to arbitrate all disputes between you and us. If a dispute arises between you and us relating to the BewellConnect Platform or these Terms, you and we agree that the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations (“AAA Rules”). You and we agree to the following rules relating to any arbitration proceeding:

  • YOU AND BEWELLCONNECT WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
  • The venue for all disputes arising under these Terms shall be in Boston, Massachusetts, but you and we may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum.
  • The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives.
  • The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.
  • Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Barring extraordinary circumstances, the arbitrator will issue a decision within 120 days from the date the arbitrator is appointed, which may be extended 30 days in the interests of justice.
  • All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
  • The award of the arbitrator will be in writing and will not include any statement setting forth the reasons for the disposition of any claim.

Either you or we may seek an injunction at any time from any court of competent jurisdiction as necessary to protect the rights or property of you or us pending the completion of arbitration.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, BewellConnect will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse BewellConnect for all fees associated with the arbitration that BewellConnect paid on your behalf which you otherwise would be obligated to pay under the AAA Rules.

You and we agree to be bound by the following general terms:

  • These Terms, which include our Privacy Policy, contain the entire understanding by and between BewellConnect and you with respect to the matters contained herein.
  • Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Waivers are effective only if in writing and signed by us.
  • Except as described in the section entitled CHANGES TO TERMS, these Terms may not be amended unless in writing and signed by you and us.
  • If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
  • Nothing contained in these Terms will be deemed to constitute BewellConnect or you as the agent or representative of the other or as joint venturers or partners.
  • These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns.
  • You must not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. All of our rights and obligations under these Terms are assignable.
  • A printed version of these Terms and of any related notice given in electronic form shall be admissible in arbitral, judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  • You agree that we may send you notice via email to the email address you have provided, and we are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notice through the BewellConnect Platform.
  • Headings and captions are for convenience only.

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