b.well provides a health software application for download to users on personal devices as well as certain services (collectively, the “App”). This Terms of Service Agreement (“Agreement”) is a legal contract between you as an individual user and b.well and sets forth the terms and conditions that govern your use of the App and services.
Prior to using the App, please read this Agreement carefully. By registering for and/or accessing, browsing, or using the App, you acknowledge that you have read, understood, and agree to be bound by the Agreement, as well as any future modifications. If at any time you do not agree to these terms, you must terminate your use of the App.
The App is for consumer educational use and convenience only. Nothing contained in this App is or should be considered, or used as a substitute for medical advice, diagnosis, or treatment. We advise users to always seek the advice of a physician or other qualified health care provider with any questions regarding personal health or medical conditions.
DESCRIPTION OF B.WELL TECHNOLOGY AND SERVICES
The App is designed to give you greater control over your health and your insurance coverage by providing health care information, customized wellness motivational tools, increased access to medical care delivery options, pricing transparency, and a user centric portable and sharable medical record. Use of any or all of the functionality of the App is solely at your discretion. b.well advises all users to discuss with your medical professional any and all proposed changes to your activities and healthcare which you are considering based on your use of the App.
MODIFICATIONS TO THE AGREEMENT
b.well may, in its sole discretion, modify or revise any part of the Agreement at any time and without notice, and by your continued use of the App after such modifications or revisions, you agree to be bound by such modifications or revisions. In the event of any material modifications to the Agreement, b.well will use commercially reasonable efforts to provide you with notice of such modifications. You are advised to periodically review the most up-to-date version of the Agreement and familiarize yourself with the details.
ACTIVATION, ACCESS, AND YOUR OBLIGATIONS
A. Access to the b.well App. b.well grants you permission to use the App as set forth in the Agreement, provided that, and for as long as, (i) you use the App solely for your personal, private, noncommercial use; (ii) except as expressly permitted in the Agreement, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the App in any medium whatsoever without b.well’s prior written authorization; (iii) you do not alter, adjust, change, or modify any part of the App other than as may be reasonably necessary to use the App for its intended purposes; (iv) you do not engage in any of the prohibited activities described below; and (v) you otherwise fully comply with the Agreement.
B. Ownership; Proprietary Rights. As between the Parties, the App, including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the App that are provided to you by b.well (“b.well Materials”) are owned and operated by b.well and or its suppliers. b.well Materials do not include User Submissions (as defined below) or any non-b.well content. Except as expressly authorized by b.well, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the App or the b.well Materials. b.well reserves all rights not expressly granted in the Agreement. You shall not acquire any right, title, or interest to the b.well Materials, except for the limited rights set forth in the Agreement.
C. Establishing a User Account to Post Content. In order to access some features of the App, you will have to create an account. You represent and warrant that the information you provide to b.well upon registration and, at all other times, will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent, and agree that b.well may access, preserve and disclose your account information and any User Submissions (as defined below) if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claim that any User Submissions violates the rights of third parties; (d) provide certain customized features of the App to you, if any, or respond if you contact b.well for any reason; or (e) protect the rights, property, or personal safety of b.well, the users, and the public.
PASSWORDS AND YOUR OBLIGATIONS
When you register for an account you will be asked to establish a password. As you will be responsible for all activities that occur under your password, you should keep your password strictly confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and/or smart device, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify b.well. You may be liable for the losses incurred by b.well or others due to any unauthorized use of your account.
ACCESS AND USE OF B.WELL TECHNOLOGY
During the term of this Agreement, b.well grants to you a non-transferable, non-exclusive and non-sub licensable right and license to access and use the b.well App solely for your immediate personal use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, translate, copy or otherwise access the b.well App, or any part thereof; (ii) publish, display, sell, lease, modify, store, loan, distribute, or create compilations or derivative works of the b.well App, or any part thereof; or (iii) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder. You agree not to access the b.well App by any means other than through the interface that is provided by b.well for use in accessing the b.well App. Any other use of the b.well App other than as expressly set forth herein without b.well’s prior written consent, which may be withheld in b.well’s sole discretion, is strictly prohibited and all implied licenses are disclaimed.
You are responsible for obtaining access to the b.well App and for all equipment necessary to access the b.well App and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider charges). You are responsible for all charges associated with connecting you to the b.well App, including, without limitation, all telephone, equipment, airtime and internet service provider charges.
When using the b.well App, you may be eligible to receive certain incentives. You acknowledge and agree that (i) a portion of such incentives may be paid via prepaid reward cards, (ii) such prepaid reward cards shall be mailed to your primary residence address as provided in the Activation Data, and (iii) such prepaid reward cards have a limited life and an expiration date. You further acknowledge and agree that b.well shall not be responsible for (i) replacement or payment with respect to such prepaid reward cards, whether lost, stolen, misplaced, mailed to an incorrect address, or otherwise not in your possession, (ii) replacement or payment of such prepaid reward cards upon their expiration, or (iii) any injury or loss of any kind related to your use of the goods or services obtained through the reward cards. Any and all prepaid reward cards are provided subject to the applicable terms and conditions of the issuing bank, financial institution and/or payment association.
If you are eligible to receive certain incentives when using the b.well App, You acknowledge and agree that any points accumulated toward earning an incentive, and any incentives that are in an unearned status, may expire at the end of each calendar year and may not roll-over to the next calendar year and therefore shall not be paid. You further acknowledge and agree that b.well shall not be responsible for the payment of any incentives that b.well, in its sole discretion, determines to be expired or unearned.
USER SUBMISSIONS AND USER CONTENT
In connection with your use of the b.well App, you may also provide contributions to, and feedback about, the b.well App, including without limitation, comments, suggestions, ideas or other communications (collectively, the “User Submissions”). You shall be solely responsible for your User Submissions and the consequences of submitting them to b.well. In connection with your User Submissions, you represent and warrant that: (i) you own or have the necessary licenses and other rights to use and authorize b.well to use the User Submissions, and the associated patent, trademark, copyright, trade secret and other intellectual property and proprietary rights in and to the User Submissions, in connection with the b.well App and this Agreement.
Subject to the terms and conditions set forth herein, you hereby grant to b.well a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the User Submissions and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever.
In connection with your use of the b.well App, you may provide certain information to b.well, including without limitation, name, address and other health and wellness related information about you in connection with the services provided by accessing and using the b.well App (“User Content”). You may further elect as part of your use of the b.well App to authorize b.well to share your User Content with one or more third parties designated by you.
Subject to the terms and conditions set forth herein, you hereby grant to b.well a royalty-free, non-exclusive license to use, reproduce, modify and create derivative works from the User Content solely in connection with the services under this Agreement, including without limitation, (i) providing certain personal health information to you and your health care providers, if you select one or more of them, and (ii) share your User Content with any third party that you designate when you use the b.well App.
You acknowledge and agree that b.well is not responsible for screening any User Content that is placed on the b.well App, and you shall not rely on b.well to ensure that such User Content is accurate, complete, current, or in compliance with any rule, regulation or law.
You acknowledge and agree that b.well may use the User Content that has been de-identified to create aggregated, de-identified data sets to evaluate and implement future products or services and to share such de-identified data sets with third parties in accordance with applicable law, including without limitation, the Health Insurance Portability and Accountability Act, as amended, and the Health Information Technology for Economic and Clinical Health Act, as amended (collectively, “HIPAA”).
USE AND DISCLOSURE OF INSURANCE, LABORATORY TEST, AND MEDICAL AND PHARMACY CLAIM INFORMATION
USE AND DISCLOSURE OF INSURANCE INFORMATION
In connection with your use of the b.well App, you acknowledge and agree that by using the b.well App to request electronic transfer of your health insurance information through the health plan/insurer portalyou are authorizing the release and disclosure of certain protected health information to b.well as described below.
USE AND DISCLOSURE OF LABORATORY TEST INFORMATION
In connection with your use of the b.well App, you may visit laboratories that run medical tests for you, or participate in biometric or genetic screening events where medical tests are conducted. You acknowledge and agree that by using the b.well App to request electronic transfer of your laboratory test results to the b.well App, you are authorizing the release and disclosure of certain protected health information to b.well as described below. If you do not authorize this disclosure then you should not use the b.well App to request laboratory test results.
You authorize the laboratories and the related health care providers to disclose the laboratory test values to b.well for the purposes of: 1) complying with the state and federal laws which may require a physician or physician’s agent to review the laboratory test results. This review may be conducted for any reason, including in the event laboratory values, which are outside of normal ranges, require the physician or their agent to contact you; 2) implementing the b.well features that rely on laboratory test results; and 3) for analyzing aggregate health risk and cost trends of a population or group.
You acknowledge and agree that any information disclosed may be subject to re-disclosure and may no longer be protected by the federal HIPAA Privacy Rule.
USE AND DISCLOSURE OF MEDICAL AND PHARMACY CLAIM INFORMATION
Your use of the b.well App may be sponsored by your employer as part of an employer sponsored benefit plan or employee welfare program. In this scenario, your employer will encourage you to authorize the release and disclosure of your medical and pharmacy claim information to b.well for the purpose of implementing the b.well App features that rely on medical and pharmacy claim information. If you do not authorize this disclosure then you should not use the b.well App.
AACC LICENSED CONTENT
Descriptions of clinical laboratory tests were originally prepared for use on Lab Tests Online, an award-winning patient education website on clinical laboratory testing. Lab Tests Online is produced by the American Association for Clinical Chemistry (AACC), a global scientific and medical professional organization dedicated to clinical laboratory science and its application to healthcare. The Lab Tests Online web site (https://labtestsonline.org) is developed in collaboration with other laboratory professional societies and is funded in part through corporate sponsorships.
KIDSHEALTH LICENSED CONTENT
The KIDSHEALTH CONTENT licensed hereunder is licensed from the Nemours Foundation “as is” without any warranties, express or implied. Users shall use the KidsHealth CONTENT at their own risk. The KidsHealth CONTENT offers general information and not specific medical advice. Users should contact their physicians for medical advice specific to their cases.
Nothing in this Agreement shall be construed to grant User any right, title or interest in or to any derivative work that includes any portion of the KidsHealth Content.
The Nemours Foundation shall retain all rights in and to the KidsHealth Content, including, without limitation, all copyright and other intellectual property rights in and to the KidsHealth Content. User acknowledges The Nemours Foundation’s rights in the KidsHealth Content.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that b.well and its suppliers own all right, title and interest in and to the b.well App and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.
The “look and feel” of the b.well App, meaning, the structure, sequence and layout of the audiovisual components of the b.well App as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to b.well and fully protected under U.S. and international copyright and trademark laws.
b.well’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of b.well and may not be used or modified in any manner without the prior written consent of b.well.
TERMINATION & CANCELLATION
Our Right to Terminate. We may, at any time, in our sole discretion and for any or no reason and without notice to you, terminate your access to the App, and your account, block your access to the App, or remove or discard all or any part of your account or any User Submission at any time. You agree that your access to the App or any account you may have or portion thereof may be terminated without prior notice, and you agree that b.well shall not be liable to you or any third party for any such termination. These remedies are in addition to any other remedies b.well may have at law or in equity.
Notice of Termination. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the App or by sending a communication to any address (email or otherwise) that we have for you in our records.
Your Right to Terminate. If you are dissatisfied with the App, please let us know by sending an email email@example.com. Your input is valuable to us. To the fullest extent permitted under applicable law, your only remedy with respect to any dissatisfaction with (i) the App, (ii) any term of the Agreement, (iii) any policy or practice of b.well in operating the App, or (iv) any content or information transmitted through the App, is to terminate the Agreement and your account. You may terminate the Agreement at any time by closing your account and discontinuing your use of any and all parts of the App. You understand that upon termination of your account, b.well shall continue to have the right to use Your User Submission.
You represent and warrant to b.well that: (i) you are at least 18 years old or a parent or legal guardian acting on behalf of a user under such age; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) your registration data and User Submissions do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) your registration data and your use of the b.well App comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you will not submit any material that may disrupt or interfere with the hardware or software operating the b.well App; and (vii) your registration data and User Submissions are truthful and accurate.
At all times during the term of this Agreement and at all times thereafter, b.well shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of itself of any other third party any of your Confidential Information except that b.well may disclose your Confidential Information to its employees and subcontractors to the extent necessary to provide the services in connection with the b.well App. “Confidential Information” means any trade secrets or information whether in written, digital, oral or other form which is confidential or proprietary to you, including, but not limited to, your personal health information that is a part of your user content and any other of your materials or information which are not generally known to others. Notwithstanding the foregoing, Confidential Information does not include information which: (i) was publicly known or generally known at the time of disclosure; (ii) becomes public knowledge or generally known without breach of this Agreement by b.well or any of its directors, officers or employees; (iii) was information already known by b.well at the time of disclosure without a duty of confidentiality; (iv) is required to be disclosed by law; or (v) is obtained by b.well, its officers or employees from third parties who are under no obligation of confidentiality with respect to the information. If b.well is required to disclose any Confidential Information by a court order or other specific governmental action, b.well may comply with such disclosure requirement, unless you, at your own expense, are successful in having the effect of such requirement stayed pending an appeal or further review thereof, or revised, rescinded or otherwise nullified. In all events, b.well agrees to notify you promptly if at any time a request or demand of any kind is made to b.well to disclose any of the Confidential Information. You shall have the right, at your cost, to intervene in any proceeding in which b.well is being asked to disclose any of the Confidential Information. Notwithstanding the foregoing, subject to the terms and conditions herein and to the extent required by applicable laws, rules and regulations, b.well shall protect the User Content in accordance with HIPAA.
LINKS AND THIRD PARTY SITES
b.well or third parties may provide links on the b.well App to other sites including the content therein (“Reference Sites”). b.well has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the App. b.well provides links to you only as a convenience, and the inclusion of any link on the App does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. Access and use of reference sites, including the information, material, products, and services on reference sites or available through reference sites, is solely at your own risk. Our terms and policies do not govern your use of any site other than the b.well App. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the b.well App are solely between you and such advertiser. You agree that b.well will not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers on the b.well app.
You are solely responsible for your involvement with other users of the b.well App. b.well reserves the right, but has no obligation, to monitor disagreements between you and other users. b.well disclaims all liability related to any user disagreement.
You agree to indemnify and hold harmless b.well, and its parent, subsidiaries, affiliates or any related organizations (including those which share substantially common ownership), and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including attorney’s fees) arising out of: (i) your use or misuse of the b.well App; (ii) your User Submissions, including b.well’s use, display or other exercise of its license rights granted herein or otherwise with respect to your User Submissions; (iii) your violation of these terms; (iv) your violation of the rights of any other person or entity, including claims that any of your User Submission infringes or violates any third party intellectual property rights; (v) your breach of the foregoing representations, warranties, and covenants; and (vi) any unauthorized use of your account not caused by b.well. b.well reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter to which b.well is a party without the prior written consent of b.well. b.well will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
DISCLAIMER AND WARRANTY
A. Acknowledgement. You expressly acknowledge that as used in this section, the term b.well includes the indemnified persons as defined in the Indemnification section.
B. This App does not Provide Medical Advice. All information contained on this App, including recommendations regarding diet, exercise or dietary supplements, is for informational purposes only. The information contained on this App is not intended to be used in place of a visit, call, consultation or advice of a physician or other medical/healthcare professional. We do not recommend the self-management of health problems. If you have any healthcare-related questions, promptly call or see your physician or other healthcare provider. Never disregard medical advice or delay in seeking medical advice because of something you have read on this App. Never use the information contained on this App for diagnosing a health problem or prescribing or using a medication. Additionally, the transmission and receipt of information contained on this App, in whole or in part, or communication via internet or e-mail does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between you and b.well.
C. No Endorsement. b.well does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the App.
D. You Accept App “As-Is”. The b.well App, user submissions, non-b.well content, and any other third-party media, content, software, services or applications made available in conjunction with or through the b.well App are provided on an “as is” and “as available,” “with all faults” basis and without warranties or representations of any kind, either express or implied. The information contained on or provided through the b.well App is intended for general consumer understanding and education. Any access to the b.well App is voluntary and at the sole risk of the user.
E. No Warranties. To the maximum extent permitted by law, b.well expressly disclaims all representations, warranties or conditions of any kind, whether express or implied, including the implied representations, warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement and those arising from a course of dealing, trade, usage or performance. Some jurisdictions do not allow limitations on implied warranties, and therefore some of the above limitations may not apply to you. No advice or information, whether oral or written, obtained by you from b.well or through the b.well app, will create any warranty not expressly stated herein.
F. Loss of Data. We, and our content providers, cannot and do not guarantee or warrant against errors, omissions, delays, interruptions or losses, including loss of data. Users of the App are responsible for maintaining a means external to b.well for the reconstruction of any lost data. We urge you to keep backup copies of your personal content or user submissions, if any, that you maintain on or use with the App. If your use of the App results in the need for servicing or replacing property, material, equipment or data, we are not responsible for any resulting costs or damages.
G. App Operation and Non-b.well Content. b.well does not warrant that the b.well materials, user submissions, non-b.well content, b.well App, or any other information offered on or through the b.well App or any reference sites will be uninterrupted, or free of errors, viruses, or other harmful components and does not warrant that any of the foregoing will be corrected.
H. Accuracy. b.well does not warrant or make any representations regarding the use or the results of the use of the b.well App or any reference sites in terms of correctness, accuracy, reliability, or otherwise.
I. Harm to your Computer and/or Smart Device. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the b.well App or any reference sites at your own discretion and risk and that you will be solely responsible for any damage to your property (including but not limited to your computer system) or loss of data that results from the download or use of such material or data.
LIMITATION OF LIABILITY
A. Limitation of Liability. b.well assumes no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on our App, the services or other content. You must evaluate and bear all risks associated with their use, including any reliance on their accuracy, completeness or usefulness. To the maximum extent permitted by law, under no circumstances, and under no legal theory, including, but not limited to, negligence, shall b.well or its affiliates, contractors, employees, agents, or third party partners or suppliers be liable to you or any other person for indirect, incidental, punitive, exemplary, special, statutory, or consequential damages, lost profits, lost revenue, loss of data, loss of privacy, loss of goodwill or any other losses, even if advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability, even if b.well or a b.well representative has been advised of the possibility of such damages.
B. Limitation of Damages. In no event shall b.well or its affiliates, contractors, employees, agents, or third party partners, licensors or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the b.well App (whether in contract, tort (including negligence), warranty, or otherwise) exceed the greater of one hundred dollars (100 USD) or fees paid in the preceding twelve (12) months.
C. Reference Sites. These limitations shall also apply with respect to damages incurred by reason of any products or services sold or provided on any reference sites or otherwise by third parties other than b.well and received by you through or advertised on the b.well App or received by you through any reference sites.
D. Limitations by Applicable Law. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which you are located.
E. Basis of the Bargain. You acknowledge and agree that b.well has offered its products and services and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and b.well, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and b.well. You acknowledge and agree that b.well would not be able to provide the b.well App to you on an economically reasonable basis without these limitations.
If you are a copyright owner or an agent thereof and believe that an materials or other information, including without limitation, data, images, or any other information that are located within the b.well App without your prior consent and/or infringe on your copyrights, you may submit a notification to b.well with the following: (i) a list and identification of such intellectual property; (ii) identification of where such intellectual property is located within teh b.well App; (iii) your name, address, telephone number and email address; (iv) a statement executed by you that the information provided regarding such intellectual property is truthful and accurate, and that, under a penalty of perjury, you are authorized to act on behalf of an owner with an exclusive rights that is allegedly infringing; (v) a statement that you have a good faith belief that such intellectual property is located within the b.well app with your prior consent; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b.well’s designated copyright agent to receive notifications can be reached by email at firstname.lastname@example.org.
If you believe that any intellectual property that was removed is not infringing, or that you have authorization from the copyright owner of such intellectual property, the copyright owner’s agent or otherwise under the law, you may submit a counter notification with the following: (i) a list and identification of such intellectual property; (ii) identification of where such intellectual property was located within the b.well App before removal; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that such intellectual property was removed by mistake or misidentification; (iv) your physical or electronic signature; and (v) a statement that you consent to the jurisdiction of the federal court in Baltimore, Maryland, and that you will accept service of process from the person who provided notification of the alleged infringement or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
By accessing the b.well App, you and b.well each agree that this agreement and the relationship between you and b.well shall be governed by the laws of the state of Maryland of the United States of America, without regard to its conflict of law provisions and without application of the Maryland uniform computer information transactions act. You and b.well agree to submit to the exclusive jurisdiction and venue of the state and/or federal courts located within the state of Maryland with respect to any dispute related to this agreement.
ORDER OF PRECEDENCE
This agreement does not modify, alter or amend any other agreement you have entered or will enter into with b.well or any of its related or affiliated entities. To the extent that any provision of this Agreement or any supplemental agreement offered as any part of any registration for use of additional b.well services conflicts with any provision of your other agreements with b.well or any of its related affiliated entities, the terms of such other agreement shall, as to the subject matter of that other agreement, take precedence over the conflicting term (s) of this Agreement.
This Agreement constitutes the entire agreement between you and b.well with respect to the subject matter herein and governs your use of the b.well App, superseding any prior agreements between you and b.well, but this Agreement may be supplemented by any other agreement you enter into with b.well pursuant to your participation in other features of the b.well App. You further acknowledge and agree that you may not assign any part of this Agreement without b.well’s prior written consent, but b.well may assign any part of this Agreement without restriction. This Agreement shall inure to the benefit of each party’s successors and assigns. b.well shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, internet connectivity, or act or any other cause beyond the reasonable control of b.well. The failure of b.well to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. 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 use of the b.well App or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.