Terms of Use

The following terms and conditions constitute an agreement between you and Qwell, LLC ("Qwell"), the operator of https://qwellprod.wpengine.com/ (the "Site") and related websites, applications, services, and mobile applications provided by Qwell and on/in which these Terms of Use are posted or referenced (collectively, the "Services").

These Terms of Use (the "Terms of Use"), together with our Privacy Policy (incorporated herein by reference, and collectively, this "Agreement") govern your use of the Services, whether or not you have created an account.

You must agree to and accept all of the terms of this Agreement, or you don't have the right to use the Services.

BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES.

Some of the content and functionality of Qwell may be provided by a third party. You may be asked to also agree to the third party's terms of use when you access the specific content or functionality.

Qwell is not responsible for third party terms of use. You understand that certain data is being collected and will be provided in an anonymous format. The third party to whom the data is provided is responsible for all compliance with HIPAA.

1. About the Site

Portions of the Services can be viewed without a Qwell account. To benefit from all of the Services Qwell offers, you must create a Qwell account and provide certain basic information about yourself, which you authorize Qwell to use and disclose as described in our Privacy Policy.

You acknowledge that although some content may be provided by healthcare professionals, the provision of such content does not create a medical professional/patient relationship and does not constitute medical advice, diagnosis, or treatment.

Content means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided through the Services.

Qwell reserves the right to remove, screen, edit, or reinstate any content at our sole discretion.

WHILE QWELL MAKES REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, QWELL MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, INSURANCE INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES.

2. Qwell Does Not Provide Medical Advice

The content that you obtain or receive from Qwell, its employees, contractors, partners, sponsors, advertisers, licensors, or otherwise through the Services is for informational, scheduling, and payment purposes only.

IT IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER.

IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911.

3. No Doctor-Patient Relationship

Doctors, dentists, nurses, and other medical professionals use the Services to share content with you, but your use of this content is not a substitute for healthcare.

No licensed medical professional/patient relationship is created when you use the Services or content.

4. Authorization and Acknowledgement

Important Information About Healthcare Provider Relationships and Lists

YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER, INCLUDING DETERMINING WHETHER THE PROVIDER IS SUITABLE FOR YOUR HEALTHCARE NEEDS.

Qwell verifies certain licenses and certifications where applicable but does not recommend or endorse Healthcare Providers.

5. The Services and Content Are Informational and Educational Resources

Healthcare Provider Content

Healthcare Provider and practice Content is intended for general reference purposes only.

Procedures / Products / Services

Procedures, products, services, and devices discussed through the Services may not be applicable to all individuals.

Insurance Content

Insurance-related content is intended for general reference purposes only and may become incomplete or outdated.

6. Your Personal Information

Protecting patient privacy and keeping your information secure are among our biggest priorities.

7. Your Responsibilities

7.1 Your Account Credentials

When you create a Qwell account, you will provide an email address and create a password.

7.2 Your Responsibilities Generally

You are responsible for your healthcare expenses, maintaining accurate information, and protecting your account credentials.

User Responsibilities

You agree not to post illegal, offensive, defamatory, or infringing content, and you are responsible for all activity under your account.

7.3 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries

If you are a healthcare provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain an account with Qwell or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:

• You will not use the Services to view, access, or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient.
• You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies, or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
• You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive, or unfair practices, or otherwise violate applicable antitrust, competition, or consumer protection laws or regulations.

8. USE

8.1 Content and General Use

You will have the opportunity to submit feedback regarding your experiences with healthcare providers you find through the Services, submit inquiries concerning possible medical needs, and participate in other interactive or community features of the Site ("Posted Information").

It is important that you act responsibly when providing Posted Information. Qwell reserves the right to investigate and, at its discretion, take appropriate legal action against anyone who violates these Terms of Use.

By posting Posted Information through the Services, you grant Qwell and its contractors an irrevocable, perpetual, royalty-free, worldwide license to use, copy, display, distribute, modify, translate, and create derivative works from such Posted Information.

All Content is owned by Qwell or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may print, download, and store information from the Site for your own personal, non-commercial use, but you may not copy, distribute, republish, sell, or otherwise exploit any Content or the Services for commercial purposes.

8.2 Restrictions on Use

You may not:

• Interfere with, breach, or abuse the security measures implemented to protect Qwell and its Services.
• Disrupt or interfere with the operation of Qwell.
• Transmit viruses, worms, trojan horses, malicious code, or other harmful software.
• Monitor, mirror, copy, reverse engineer, decompile, or create derivative works from the App, Website, or Services.
• Use another person's account or password without authorization.
• Use Qwell for illegal purposes or in any way that could expose Qwell to civil or criminal liability.
• Send unsolicited commercial emails, SMS messages, or spam through the Services.
• Use the Services in any manner that could damage, disable, overburden, or impair them.
• Obtain another user's username or password.
• Modify, adapt, or hack the Service or falsely imply association with Qwell.
• Access or use the Service without Qwell's written permission.
• Verbally, physically, or otherwise abuse any member or any Qwell employee, agent, or officer.
• Upload, post, host, or transmit spam or unsolicited communications.
• Sell, loan, or otherwise transfer your Qwell username.
• Violate any applicable federal, state, or local laws.
• Plagiarize or infringe upon any trademark, copyright, patent, trade secret, privacy, publicity, or other legal rights.
• Attempt, permit, encourage, or authorize any other person to do any of the above.

To do any of the above constitutes a breach of this Agreement.

9. Changes to the Services; New Services; Additional Terms

Qwell may add new features, replace existing Services, or discontinue Services at any time.

Under no circumstances will Qwell be liable for any suspension or discontinuation of any Service.

Some Services may be governed by additional terms, policies, or guidelines. By using those Services, you agree to comply with those additional terms, which are incorporated into this Agreement.

10. Links to Other Websites

While using the Services, you may encounter links to other websites. These links are provided for your convenience only, and Qwell does not endorse those websites or the products and services they provide.

You acknowledge and agree that Qwell is not responsible for the content, accuracy, legality, or availability of any third-party websites or materials accessed through those links.

11. Disclaimer

While Qwell works hard to improve patients' healthcare experience, you acknowledge that Qwell has no control over, and no duty to take any action regarding:

• Which users gain access to the Site and/or the Services.
• What Content you access.
• What effects the Content may have on you.
• How you may interpret or use the Content.
• What actions you may take after being exposed to the Content.

You release Qwell from all liability relating to your acquisition, non-acquisition, or use of Content.

Qwell makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services and has no fiduciary duty to you.

QWELL PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" AND DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

Qwell does not guarantee that the Services will be effective, reliable, accurate, uninterrupted, error-free, bug-free, secure, or free of viruses or other harmful components.

12. General Limitation of Liability

Your sole and exclusive remedy for any dispute with Qwell is cancellation of your account.

Qwell's cumulative liability for claims relating to the Services will not exceed the greater of:

• The total fees paid by you to create or maintain your account or $150.

For claims relating to transaction processing services, liability will not exceed the transaction processing fees retained by Qwell during the six (6) months preceding the event giving rise to the claim.

IN NO EVENT SHALL QWELL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURES, OR DAMAGES ARISING FROM MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS.

If applicable law limits the exclusion of liability, Qwell's liability shall be limited to the maximum extent permitted by law.

13. Termination

Qwell may terminate, suspend, or deactivate your account immediately, without notice, if you violate this Agreement or any other applicable policies.

Qwell may also suspend or terminate your account for any other reason, including extended inactivity.

Following termination, you agree not to attempt to access the Site or Services unless expressly permitted.

Sections 1, 2, 3, 4, 6, 8, 10, 11, 12, 13, 14, 15, and 16 survive termination or expiration of these Terms.

14. Indemnification

Upon request, you agree to defend, indemnify, and hold harmless Qwell, its employees, contractors, officers, directors, agents, parent company, and affiliates from all liabilities, claims, damages, and expenses (including attorneys' fees) arising from:

• Your use of the Site or Services.
• Your violation of this Agreement.
• Your infringement of any intellectual property or other legal rights of any person or entity.

This indemnification obligation does not apply to claims arising from Qwell's own gross negligence or intentional misconduct.

15. Miscellaneous

16.1 Electronic Contracting; Copyright Dispute

Your use of the Services and/or creation of an account constitutes your electronic signature to this Agreement, including the Privacy Policy.

16.2 Changes to These Terms of Use

Qwell reserves the right to modify these Terms, conditions, notices, and charges at any time.

Revised Terms become effective upon posting. You are responsible for reviewing the current version periodically.

16.3 Limitation of Claims

Any action arising from this Agreement must be brought within one (1) year after the cause of action arises, or it will be permanently barred.

16.4 Choice of Law and Arbitration

This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles.

All disputes between you and Qwell will be resolved through binding, individual arbitration under the American Arbitration Association Consumer Arbitration Rules.

BOTH YOU AND QWELL WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE ARBITRATION.

Arbitration will be governed by the Federal Arbitration Act, and judgment on the arbitrator's award may be entered in any court with jurisdiction.

16.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

16.6 Entire Agreement

This Agreement, together with all supplemental terms, policies, guidelines, and the Privacy Policy, constitutes the entire agreement between you and Qwell and supersedes all prior written and oral agreements.

Failure by Qwell to enforce any provision of this Agreement does not constitute a waiver of that provision or any other rights.

16.7 Headings

Section headings are provided solely for convenience and do not affect the interpretation of this Agreement.

16.8 Assignment

Qwell may assign this Agreement at any time, including to a parent, subsidiary, affiliate, or successor entity.

You may not assign, transfer, or sublicense this Agreement without Qwell's prior written consent.

16.9 Eligibility

You must be at least 18 years old, or the legal age of majority in your jurisdiction, to create an account with Qwell.

Individuals between the ages of 13 and 18 may use the Services only under the supervision of a parent or legal guardian who agrees to these Terms.

Children under 13 may not use the Site or Services.

Parents or legal guardians may use the Services on behalf of a minor child and represent that they are authorized to do so.

By using the Services, you represent that you have the legal authority and capacity to enter into this Agreement.

The Site is administered in the United States and is intended for U.S. users only. Users are responsible for complying with all applicable local, state, and federal laws.