- 1. Overview
The Terms of Use (“Terms”) describe the rules for using the Platform. The Terms constitute a legally binding agreement between you, the person utilizing (“User”) the Platform, and Welltheos LLC doing business as (D/B/A) W3LL. If you are assisting another person to use the Platform, in any capacity, the Terms constitute a legally binding agreement between both you and the person you are assisting and W3LL. Terms such as “we” or “our” and “Company” refer to W3LL and its affiliate entities.
By using the Platform, you also agree to the W3LL Privacy Policy also as posted on this Platform.
If you choose to purchase a health plan through one of the health care insurance companies accessible through the W3LL Platform or enter into any agreement with one of the health care companies, the Terms and Privacy Policy will continue to apply to your use of the Platform.
Nothing on, or related to, the W3ll Platform guarantees that you are eligible to receive coverage under any plan offered through this Platform or otherwise.
These Terms also apply to Brokers and Agents (“Broker -User”) utilizing the W3LL Platform, whether through the Broker-User’s own account on the Platform, or through the account of an agency with which the Broker-User is affiliated. By accessing or using the Platform, you accept and agree to be bound and abide by the Terms as well as any policies, addenda or other documents incorporated herein by reference. If you do not want to agree to the Terms, you must not access or use the Platform.
2.Accurate Information.
You agree to provide certain true, current, complete and accurate information about you as required by law, and to maintain and update such information as needed to keep it current, complete and accurate. You agree that, to the best of your knowledge, all information you submit through the Platform and to Healthcare.gov is accurate and complete.
You are solely responsible for any credit card or bank account information you provide to W3LL and must promptly inform W3LL of any changes thereto (e.g., change of expiration date or account number). We are not responsible for any consequences resulting from your failure to provide notice or for your providing outdated, incomplete, or inaccurate information.
3.Payment Obligations.
For Broker-Users that purchase a license, fees are specified in the Order Form(s). W3LL will invoice Broker-User monthly for all fees. Broker-User will pay all invoiced amounts within thirty (30) days of the date of such invoice. All monies, payments, or other fees associated with the W3LL Platform are set forth and are to be paid in US Dollars, and all payments will be made via a bank check, Broker- User’s business check, or ACH to a U.S. bank account designated by W3LL. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Broker-User will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment hereunder be subject to withholding tax by any government, Broker-User will reimburse W3LL for such withholding tax.
4.Broker-User Creation and Use of Account.
In order to access or use the Platform, Broker-User will be required to establish an account and obtain a login name and password (“Account Credentials”). By entering transactions via your Broker-User W3LL Account Credentials, you authorize W3LL to process any account transactions initiated through your account and you accept responsibility for all activities that occur under your account. Broker-User is solely responsible for maintaining the confidentiality of your Account Credentials. Broker-User must immediately notify W3LL of any unauthorized use of your Account Credentials, and you are responsible for any unauthorized activities resulting from the compromise of your Account Credentials. In no event will W3LL be liable for the unauthorized use or misuse of Broker-User account or Account Credentials.
Broker-User is prohibited from violating or attempting to violate the security of the Platform, including, (a) accessing data not intended for Broker-User or logging onto a server or an account which the Broker-User is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms or in violation of applicable law.
Broker-User agrees not to share or disclose your Account Credentials to any third- party. Broker-User agrees that you are fully responsible for all activity occurring under your user ID. To the extent that Broker-User grants another party access to your account by sharing your Account Credentials, you are responsible for any activities undertaken by such third -party through the use of your account. Broker-User is responsible for any access to or use of the Platform by Broker-User or any person or entity using your Account Credentials, whether or not such access or use has been authorized by User, and whether or not such person or entity is an employee or agent of Broker-User.
Violations of system or network security may result in civil or criminal liability. W3LL will fully investigate all occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or action to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform.
W3LL has the right, in its sole discretion, to deactivate a Broker-User’s account or reset a Broker-User’s Account Credentials if it reasonably determines that suspicious activity or misuse of the account has occurred.
5.Links
While visiting the Platform, you may click on a link to other websites and leave the Platform. We provide links to other websites that may contain information that may be useful or interesting to you. We are not responsible for, and do not endorse, the content and accuracy of linked websites operated by third -parties or for any of your dealings with such third -parties. You are solely responsible for your interactions with such third-parties and we encourage you to read the terms of use and privacy policies on such third-party websites.
6.License and Ownership.
W3LL grants you a personal, nontransferable, nonexclusive, revocable, limited license to view, access and use the Platform for the purpose of gathering information regarding health plans offered by health care companies accessible through the Platform and related activities such as, if permitted on this Platform, applying for a plan.
If you are a Broker- User, you may utilize the Platform under a limited, non-exclusive, non-assignable, non-transferable license to access and use the Platform only for the permitted purposes according to the terms expressly set forth herein. Any other commercial use or exploitation of the Platform or any content, code, information, data or other materials transmitted through the Platform is strictly prohibited. A Broker-User may be licensed to utilize the Platform by signing up for a broker account and adhering to these Terms during all use. Licenses commence when we make the Platform available to Broker-User and continue for the term specified until canceled. Unless otherwise set forth in an order form entered into between Broker-User and W3LL (each, an “Order Form”), each license is for a single Broker-User for a specified term and is personal to that Broker-User. W3LL may provide specific services in association with these Terms as described more completely in an Order Form.
All rights, title and interest in and to the Platform, including the content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein remain with W3LL and our licensors and vendors, and no ownership interest is transferred or assigned to you or any other entity by virtue of making the content available on the Platform, granting the foregoing licenses or using the Platform. You may not use any trademark, trade name, service mark, icon, logo or other indicator of W3LL without prior written permission of W3LL for each instance of use. All rights not expressly granted to User or Broker- User hereunder are reserved to W3LL or its affiliates.
The trademarks and/or logos of third-parties may be displayed on the W3LL Platform and are used pursuant to license with those third-parties.
In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages will be treated as non-personal, non-confidential (except for personal information as described in our Privacy Policy) and nonproprietary; you hereby grant W3LL a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute all such messages, in whole or in part, and including all intellectual property rights therein.
Acceptable Use of The Platform
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree to be bound by the applicable provisions of the W3LL Acceptable Use Policy, delineated below, and incorporated as part of the Terms. You agree to conduct your activities in a manner which complies with all applicable federal and state laws, conforms to the highest standards of ethics, and maintains the good business reputation of W3LL and its other customers; additionally, you agree to utilize the Platform as follows:
to use this Platform or its content only as permitted by these Terms or the content of the Platform;
to not copy, modify or create derivative works involving the content, except a reasonable number of copies for personal use, provided that all proprietary copyright and trademark notices are also displayed, you may not delete any legal notices or disclaimers, including all proprietary copyright and trademark notices are also displayed;
to not misrepresent your identity or provide us with any false information in any information collection portion of this Platform;
to not take any action intended to interfere with the operation of this Platform;
only access or attempt to access the portions of this Platform to which you have been explicitly granted access; To not attempt interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform or otherwise attempt to interfere with the proper working of the Platform;
to comply with all applicable laws and regulations while using the Platform, including: federal and state laws governing the sale and marketing of insurance policies and governing licensure of insurance agents; the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Gramm-Leach-Bliley Act (GLBA) and all other applicable federal and state laws governing PII; the Telephone Consumer Protection Act (TCPA) as applicable; the Patient Protection and Affordable Care Act (PPACA); and, Computer Fraud and Abuse Act of 1986 and Title 18 U.S.C. Sec.1001 and 1030 which prohibits unauthorized attempts to upload information and/or change information on the Platform.
to not Engage in false advertising or in any fraudulent or deceptive business practice;
to not post, distribute, transmit or otherwise make available any data, medium or information that W3LL, in its sole discretion, deems to be: (a) defamatory, abusive, harassing, insulting or threatening; (b) bigoted, hateful, or offensive; (c) vulgar, obscene, or sexually explicit; or (d) encouraging of or advocating illegal activity or discussing illegal activities with the intent to commit same;
to not post, distribute, or otherwise make available or transmit any data, text, medium or information that (a) infringes any right of a third party under any U.S. or international law, including copyright, patent, trademark, trade secret or other proprietary right; or (b) violates any right of privacy or publicity of a third party in the absence of such third party’s express permission to disseminate his or her personal information, voice or likeness;
to not post, distribute or otherwise make available or transmit any software or files that contain a virus or other harmful component;
to not utilize the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform.
To not utilize any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform, iFraming and deep-linking are strictly prohibited;
not to share any password assigned to or created by you with any third parties or use any password granted to or created by a third party;
That you must be at least 13 years of age, and if you are between 13 and 18 years of age a parent and/or guardian agrees to these Terms on your behalf.
7.Personally Identifiable Information.
Both User and Broker User will ensure that: PII collected or transmitted through the Platform is obtained with proper consent and authority; implement appropriate safeguards to protect all PII; and, will comply with all applicable federal and state law governing the use and disclosure of PII. User, or Broker-User, will be responsible for any unauthorized use or disclosure of PII in its’ possession, control or that resides in User or Broker-User accounts on the Platform, except to the extent that such unauthorized use or disclosure of PII was directly caused by W3LL (and provided that User or Broker-User holds proper consent and authority to collect or transmit such PII through the Platform), and will notify affected individuals of such unauthorized use or disclosure in accordance with applicable law at User’s sole cost and expense. User, or Broker-User, will be solely responsible for unauthorized use or disclosure of PII resulting from a compromise of Account Credentials. User, or Broker-User, will indemnify, defend, and hold W3LL and its employees, agents, officers, and directors harmless from and against any claims, damages, fines, penalties, costs, expenses (including reasonable attorneys’ fees) or other liabilities arising out of or related to an unauthorized use or disclosure of PII resulting from (i) Account Credentials, (ii) failure to implement reasonable safeguards to protect the confidentiality of PII in its possession, and (iii) any other cause not directly attributable to W3LL.
8. Usage Monitoring and Auditing.
W3LL monitors network traffic to identify unauthorized attempts to upload or change information or otherwise cause damage to the Platform, and use of HealthCare.gov constitutes consent to such monitoring and auditing.
9.Accuracy of Content and Quotes.
W3LL makes no representations, warranties, or guarantees as to the correctness or accuracy of the Platform. It is possible that the Platform could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform W3LL so that it can be corrected. W3LL reserves the right to unilaterally correct any inaccuracies on the Platform without notice. Information contained on the Platform may be changed or updated without notice. Additionally, W3LL will have no responsibility or liability for information or Content posted to the Platform from any non- W3LL affiliated third party.
W3LL ‘s quotes are based on the information that consumers provide or you provide on behalf of consumers on our detailed questionnaires. However, these quotes could change based on additional or contradictory information that emerges during the final insurance underwriting process by the healthcare insurance carrier. Additionally, in the event a quote shows an incorrect price due to typographical error or error in pricing information received from our carriers, the correct quotation based on the healthcare insurance carrier- filed rates will control.
Insurance policy information and descriptions contained on the Platform are not intended to be complete descriptions of all applicable terms, exclusions, and conditions, but are provided solely for informational purposes. Please refer to the actual policy for complete details of coverage under a specific policy.
10.No Medical Advice.
The Platform, including, text, copy, audio, video, photographs, illustrations, graphics and other visuals, are for informational purposes only and does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. You should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. W3LL does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included on the Platform. Reliance on any information appearing on the Platform, whether provided by W3LL, its content providers, insurance companies, its clients, visitors to the Platform or others, is solely at your own risk.
11.Platform Availability.
You acknowledge that the Internet is neither owned nor controlled by any one entity. As a result, W3LL cannot guarantee that you will be able to access W3LL ‘s server at any given time. W3LL represents that it will make commercially reasonable efforts to ensure that its server is available as widely as possible and with as little service interruption as possible. W3LL is not liable for any damages arising out of the unavailability of the Platform.
12.Platform Security.
W3LL has security measures in place that seek to mitigate risk and use commercially reasonable procedures and technologies to help protect the confidentiality of any PII collected through the Platform, in accordance with CMS requirements. However, no website can be absolutely protected against intentional or malicious intrusion attempts despite our precautions. Additionally, W3LL does not control the devices, computers, or network through which you access the Platform or over which you may choose to send PII or payment information to the Platform, and therefore cannot prevent potential interceptions or compromises to your information while in transit to the Platform. W3LL makes no guarantee as to the security, integrity, or confidentiality of any information transmitted to or from the Platform. W3LL cannot guarantee the security of electronic communications or transmissions made over the Internet.
13.Authority To Modify Platform and Services.
W3LL may upgrade, modify, change, or enhance the Platform to a new version of the Platform or revise the Terms at any time in its sole discretion, with or without notice. Any such revision or change will be binding after posting of the revised Terms or change to the Platform, or upon notification to you by e-mail, if any. By continuing to use the Platform after any revision to the Terms or change in the Platform, you agree to abide by and be bound by any such revisions or changes. If you do not agree to such revisions or changes, you may cancel your account by sending W3LL a notice, as set forth herein, stating that you would like to cancel your account. Certain provisions of the Terms may be superseded by expressly designated legal notices or terms located on particular pages within the Platform.
14.Use of Data You Provide Through the Platform.
W3LL may use information you provide through your account (such as your name, National Producer Number, carrier appointment settings, etc.) to display advertisements from select partners within your account on the Agent Platform for which W3LL may receive compensation. In the event your account is terminated due to any violation of the Acceptable Use of the Platform, W3LL reserves the right to share your name, National Producer Number, and the fact that your account was terminated with any insurance carriers with whom you have indicated that you are appointed and with any insurance regulators with jurisdiction over your license(s). W3LL may also use and disclose to third parties de-identified, aggregated data from the Platform for reports, metrics, media releases, and any other uses permissible by law.
Copyright Infringement – DMCA Notice.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on the Platform infringes a copyright owned by you, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it blocked.
This request should be sent to:
info@w3ll.com or by mail at:
Welltheos LLC
1500 Stony Brook Road
Stony Brook, New York USA 11794
Attn: Legal Dept.
The notice must include the following information: (a) a signature of a person authorized to act on behalf of the owner that holds an exclusive right believed to be infringed; (b) identification of the copyrighted work or materials allegedly infringed; (c) the name, address, telephone number, and email address of the complaining party; (d) a statement that the complaining party has a good faith belief that use is not authorized by the copyright owner, its agent or the law; and (e) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Platform should be sent to the address above.
Disclaimer of Warranties.
ALL CONTENT, SERVICES AND MATERIALS ON THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS. W3LL, ALL THIRD PARTIES, IF ANY, PROVIDING CONTENT FOR THE PLATFORM, AND ALL THIRD PARTIES PROVIDING SUPPORT OR INFORMATION FOR THE PLATFORM (COLLECTIVELY, “PLATFORM-RELATED-PARTIES”) HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. W3LL AND THE PLATFORM-RELATED- PARTIES ASSOCIATED WITH THE PLATFORM MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, THE PLATFORM-RELATED-PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION REGARDING PARTICULAR PLAN BENEFITS OR SCOPE OF COVERAGE IS ACCURATE OR COMPLETE.
W3LL AND THE PLATFORM-RELATED-PARTIES ASSOCIATED WITH THE PLATFORM MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE PLATFORM IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.
Some states do not allow limitations on implied warranties, so one or more of the above limitations may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Limitation Of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL W3LL OR ITS AFFILIATES OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE OF THE PLATFORM; (B) YOUR INABILITY TO USE OR ACCESS THE PLATFORM; (C) UNAUTHORIZED USE OF YOUR ACCOUNT CREDENTIALS; (D) ANY INFORMATION, CONTENT OR FUNCTIONALITY OFFERED THROUGH THE PLATFORM; (E) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM; (F) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, DEFICIENCIES OR OTHER INACCURACIES IN THE PLATFORM; (G) ANY UNAUTHORIZED ACCESS TO, USE, DISCLOSURE OR ALTERATION OF, YOUR TRANSMISSIONS OF DATA INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFIABLE INFORMATION; (H) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (I) ANY EVENT BEYOND W3LL’S REASONABLE CONTROL. TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, W3LL’S MAXIMUM AGGREGATE LIABILITY IN RELATION TO ANY EVENT OR SERIES OF RELATED EVENTS WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL W3LL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF W3LL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, W3LL‘S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. YOU AGREE THAT YOU USE THE PLATFORM AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
Indemnification By User.
You agree to release, indemnify, defend and hold W3LL and its agents, employees, officers, directors, shareholders, contractors, affiliates and assigns harmless from all claims, damages, fines, penalties, costs, expenses (including reasonable attorneys’ fees), or any other liabilities relating to or arising out of (a) the breach of your representations, warranties and obligations under the Terms; (b) use of the Platform other than as permitted by the Terms by you or anyone using your Account Credentials, whether authorized by you or not; (c) infringement of any intellectual property or other proprietary right of any third party by you; (d) violation of W3LL ‘s policies or other operating rules or policies communicated to you by W3LL; (e) any information or data you supplied to W3LL; or (f) unauthorized access, use or disclosure of PII in your possession or control except to the extent directly caused by W3LL. The obligations set forth in this Section will survive any termination of User’s account or these Terms.
Termination.
W3LL reserves the right to modify or discontinue the Platform or your use of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, upon reasonable notice to you. W3LL will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.
Effect of Account Termination.
In the event you wish to terminate your account, it is your sole responsibility to export your own client data prior to termination. If your account is terminated by W3LL due to behavior described in Section 3 above or a violation of W3LL’s policies, you will not have an opportunity to export client data from your account prior to it being deactivated.
GENERAL TERMS
Entire Agreement. The Terms, together with our additional policies, and any Order Form, constitute the entire agreement between you and W3LL relating to your use of the Platform, and supersede any previous agreements, understandings, representations and warranties (both oral and written) with respect to your use of the Platform.
Authority to be Bound. If you are an entity, organization, or company, the individual accepting the Terms on your behalf represents and warrants that he or she has authority to bind you to the Terms and you agree to be bound by the Terms.
Assignment. You may not assign or transfer the Terms or your rights under the Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice or consent.
No Waiver. The failure to require performance of any provision of the Terms will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of the Terms, or any provision of the Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
Use of Headings. Use of section headers in the Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout the Terms the use of the word “including” means “including but not limited to.”
Severability. If any part of the Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Notices. Except as expressly provided otherwise herein, all notices to W3LL will be in writing (either paper or electronic format) and delivered either via email to info@W3LL.com, or via postal mail to W3LL, ATTN: W3LL Broker Assist, 1500 Stony Brook Road, Stony Brook, New York 11974. All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to the Terms). You authorize us to contact you via telephone, at the number provided by you in your account information, e-mail or postal mail regarding information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails, and other notices describing changes, upgrades, new products and services or other relevant matters.
Dispute Resolution and Arbitration. You agree that disputes arising under the Terms will be resolved by binding, individual arbitration, and by accepting the Terms, you and W3LL are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. Your rights will be determined by arbitrators instead of a judge or jury. Any arbitration between you and W3LL will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”). Notwithstanding the foregoing, nothing in the Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) pursue an enforcement action through the applicable federal, state, or local governmental agency if that right of action is available; (b) seek injunctive relief in a court of law in aid of arbitration; or (c) to file suit in a court of law to address an intellectual property infringement claim.
Governing Law. The Terms are governed by the laws of the State of New York without regard to conflicts of law principles. You and W3LL agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Eastern or Southern Districts of New York for resolution of any lawsuit or court proceeding permitted under the Terms.
Exclusion of Third-Party Rights. Except as otherwise set forth in theTerms, the Terms are for the benefit of you and W3LL and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to the Terms is not subject to the consent of any third party.
Privacy Policy. Please read our Privacy Policy, above and found at W3LL.com for information relating to our collection, use, storage, and disclosure of personal information and payment information. The Privacy Notice is incorporated by this reference into, and made a part of, the Terms.
Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may communicate to you, including those set forth on any Order Form (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, the Terms.
Eligibility To Use The Platform.
The Platform is intended only for users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By agreeing to the Terms, you represent and warrant that: (a) you are at least 18 years old and reside in the United States or its territories; and (b) your use of the Platform complies with any and all applicable laws and regulations and you will use the Platform only as set forth in the Terms. If you do not meet these eligibility requirements, you must not access or use the Platform.
Survival of Terms.
Your obligations under the certain sections survive termination of the Terms, including sections 2,3,6,8,10,11, 17,18,19, and 22 of the Terms. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
Overview
The Terms of Use (“Terms”) describe the rules for using the Platform. The Terms constitute a legally binding agreement between you, the person utilizing (“User”) the Platform, and Welltheos LLC doing business as (D/B/A) W3LL. If you are assisting another person to use the Platform, in any capacity, the Terms constitute a legally binding agreement between both you and the person you are assisting and W3LL. Terms such as “we” or “our” and “Company” refer to W3LL and its affiliate entities.
By using the Platform, you also agree to the W3LL Privacy Policy also as posted on this Platform.
If you choose to purchase a health plan through one of the health care insurance companies accessible through the W3LL Platform or enter into any agreement with one of the health care companies, the Terms and Privacy Policy will continue to apply to your use of the Platform.
Nothing on, or related to, the W3ll Platform guarantees that you are eligible to receive coverage under any plan offered through this Platform or otherwise.
These Terms also apply to Brokers and Agents (“Broker -User”) utilizing the W3LL Platform, whether through the Broker-User’s own account on the Platform, or through the account of an agency with which the Broker-User is affiliated. By accessing or using the Platform, you accept and agree to be bound and abide by the Terms as well as any policies, addenda or other documents incorporated herein by reference. If you do not want to agree to the Terms, you must not access or use the Platform.
Accurate Information.
You agree to provide certain true, current, complete and accurate information about you as required by law, and to maintain and update such information as needed to keep it current, complete and accurate. You agree that, to the best of your knowledge, all information you submit through the Platform and to Healthcare.gov is accurate and complete.
You are solely responsible for any credit card or bank account information you provide to W3LL and must promptly inform W3LL of any changes thereto (e.g., change of expiration date or account number). We are not responsible for any consequences resulting from your failure to provide notice or for your providing outdated, incomplete, or inaccurate information.
Payment Obligations.
For Broker-Users that purchase a license, fees are specified in the Order Form(s). W3LL will invoice Broker-User monthly for all fees. Broker-User will pay all invoiced amounts within thirty (30) days of the date of such invoice. All monies, payments, or other fees associated with the W3LL Platform are set forth and are to be paid in US Dollars, and all payments will be made via a bank check, Broker- User’s business check, or ACH to a U.S. bank account designated by W3LL. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Broker-User will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment hereunder be subject to withholding tax by any government, Broker-User will reimburse W3LL for such withholding tax.
Broker-User Creation and Use of Account.
In order to access or use the Platform, Broker-User will be required to establish an account and obtain a login name and password (“Account Credentials”). By entering transactions via your Broker-User W3LL Account Credentials, you authorize W3LL to process any account transactions initiated through your account and you accept responsibility for all activities that occur under your account. Broker-User is solely responsible for maintaining the confidentiality of your Account Credentials. Broker-User must immediately notify W3LL of any unauthorized use of your Account Credentials, and you are responsible for any unauthorized activities resulting from the compromise of your Account Credentials. In no event will W3LL be liable for the unauthorized use or misuse of Broker-User account or Account Credentials.
Broker-User is prohibited from violating or attempting to violate the security of the Platform, including, (a) accessing data not intended for Broker-User or logging onto a server or an account which the Broker-User is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms or in violation of applicable law.
Broker-User agrees not to share or disclose your Account Credentials to any third- party. Broker-User agrees that you are fully responsible for all activity occurring under your user ID. To the extent that Broker-User grants another party access to your account by sharing your Account Credentials, you are responsible for any activities undertaken by such third -party through the use of your account. Broker-User is responsible for any access to or use of the Platform by Broker-User or any person or entity using your Account Credentials, whether or not such access or use has been authorized by User, and whether or not such person or entity is an employee or agent of Broker-User.
Violations of system or network security may result in civil or criminal liability. W3LL will fully investigate all occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or action to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform.
W3LL has the right, in its sole discretion, to deactivate a Broker-User’s account or reset a Broker-User’s Account Credentials if it reasonably determines that suspicious activity or misuse of the account has occurred.
Links
While visiting the Platform, you may click on a link to other websites and leave the Platform. We provide links to other websites that may contain information that may be useful or interesting to you. We are not responsible for, and do not endorse, the content and accuracy of linked websites operated by third -parties or for any of your dealings with such third -parties. You are solely responsible for your interactions with such third-parties and we encourage you to read the terms of use and privacy policies on such third-party websites.
License and Ownership.
W3LL grants you a personal, nontransferable, nonexclusive, revocable, limited license to view, access and use the Platform for the purpose of gathering information regarding health plans offered by health care companies accessible through the Platform and related activities such as, if permitted on this Platform, applying for a plan.
If you are a Broker- User, you may utilize the Platform under a limited, non-exclusive, non-assignable, non-transferable license to access and use the Platform only for the permitted purposes according to the terms expressly set forth herein. Any other commercial use or exploitation of the Platform or any content, code, information, data or other materials transmitted through the Platform is strictly prohibited. A Broker-User may be licensed to utilize the Platform by signing up for a broker account and adhering to these Terms during all use. Licenses commence when we make the Platform available to Broker-User and continue for the term specified until canceled. Unless otherwise set forth in an order form entered into between Broker-User and W3LL (each, an “Order Form”), each license is for a single Broker-User for a specified term and is personal to that Broker-User. W3LL may provide specific services in association with these Terms as described more completely in an Order Form.
All rights, title and interest in and to the Platform, including the content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein remain with W3LL and our licensors and vendors, and no ownership interest is transferred or assigned to you or any other entity by virtue of making the content available on the Platform, granting the foregoing licenses or using the Platform. You may not use any trademark, trade name, service mark, icon, logo or other indicator of W3LL without prior written permission of W3LL for each instance of use. All rights not expressly granted to User or Broker- User hereunder are reserved to W3LL or its affiliates.
The trademarks and/or logos of third-parties may be displayed on the W3LL Platform and are used pursuant to license with those third-parties.
In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages will be treated as non-personal, non-confidential (except for personal information as described in our Privacy Policy) and nonproprietary; you hereby grant W3LL a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute all such messages, in whole or in part, and including all intellectual property rights therein.
Acceptable Use of The Platform
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree to be bound by the applicable provisions of the W3LL Acceptable Use Policy, delineated below, and incorporated as part of the Terms. You agree to conduct your activities in a manner which complies with all applicable federal and state laws, conforms to the highest standards of ethics, and maintains the good business reputation of W3LL and its other customers; additionally, you agree to utilize the Platform as follows:
to use this Platform or its content only as permitted by these Terms or the content of the Platform;
to not copy, modify or create derivative works involving the content, except a reasonable number of copies for personal use, provided that all proprietary copyright and trademark notices are also displayed, you may not delete any legal notices or disclaimers, including all proprietary copyright and trademark notices are also displayed;
to not misrepresent your identity or provide us with any false information in any information collection portion of this Platform;
to not take any action intended to interfere with the operation of this Platform;
only access or attempt to access the portions of this Platform to which you have been explicitly granted access; To not attempt interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform or otherwise attempt to interfere with the proper working of the Platform;
to comply with all applicable laws and regulations while using the Platform, including: federal and state laws governing the sale and marketing of insurance policies and governing licensure of insurance agents; the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Gramm-Leach-Bliley Act (GLBA) and all other applicable federal and state laws governing PII; the Telephone Consumer Protection Act (TCPA) as applicable; the Patient Protection and Affordable Care Act (PPACA); and, Computer Fraud and Abuse Act of 1986 and Title 18 U.S.C. Sec.1001 and 1030 which prohibits unauthorized attempts to upload information and/or change information on the Platform.
to not Engage in false advertising or in any fraudulent or deceptive business practice;
to not post, distribute, transmit or otherwise make available any data, medium or information that W3LL, in its sole discretion, deems to be: (a) defamatory, abusive, harassing, insulting or threatening; (b) bigoted, hateful, or offensive; (c) vulgar, obscene, or sexually explicit; or (d) encouraging of or advocating illegal activity or discussing illegal activities with the intent to commit same;
to not post, distribute, or otherwise make available or transmit any data, text, medium or information that (a) infringes any right of a third party under any U.S. or international law, including copyright, patent, trademark, trade secret or other proprietary right; or (b) violates any right of privacy or publicity of a third party in the absence of such third party’s express permission to disseminate his or her personal information, voice or likeness;
to not post, distribute or otherwise make available or transmit any software or files that contain a virus or other harmful component;
to not utilize the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform.
To not utilize any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform, iFraming and deep-linking are strictly prohibited;
not to share any password assigned to or created by you with any third parties or use any password granted to or created by a third party;
That you must be at least 13 years of age, and if you are between 13 and 18 years of age a parent and/or guardian agrees to these Terms on your behalf.
Personally Identifiable Information.
Both User and Broker User will ensure that: PII collected or transmitted through the Platform is obtained with proper consent and authority; implement appropriate safeguards to protect all PII; and, will comply with all applicable federal and state law governing the use and disclosure of PII. User, or Broker-User, will be responsible for any unauthorized use or disclosure of PII in its’ possession, control or that resides in User or Broker-User accounts on the Platform, except to the extent that such unauthorized use or disclosure of PII was directly caused by W3LL (and provided that User or Broker-User holds proper consent and authority to collect or transmit such PII through the Platform), and will notify affected individuals of such unauthorized use or disclosure in accordance with applicable law at User’s sole cost and expense. User, or Broker-User, will be solely responsible for unauthorized use or disclosure of PII resulting from a compromise of Account Credentials. User, or Broker-User, will indemnify, defend, and hold W3LL and its employees, agents, officers, and directors harmless from and against any claims, damages, fines, penalties, costs, expenses (including reasonable attorneys’ fees) or other liabilities arising out of or related to an unauthorized use or disclosure of PII resulting from (i) Account Credentials, (ii) failure to implement reasonable safeguards to protect the confidentiality of PII in its possession, and (iii) any other cause not directly attributable to W3LL.
Usage Monitoring and Auditing.
W3LL monitors network traffic to identify unauthorized attempts to upload or change information or otherwise cause damage to the Platform, and use of HealthCare.gov constitutes consent to such monitoring and auditing.
Accuracy of Content and Quotes.
W3LL makes no representations, warranties, or guarantees as to the correctness or accuracy of the Platform. It is possible that the Platform could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform W3LL so that it can be corrected. W3LL reserves the right to unilaterally correct any inaccuracies on the Platform without notice. Information contained on the Platform may be changed or updated without notice. Additionally, W3LL will have no responsibility or liability for information or Content posted to the Platform from any non- W3LL affiliated third party.
W3LL ‘s quotes are based on the information that consumers provide or you provide on behalf of consumers on our detailed questionnaires. However, these quotes could change based on additional or contradictory information that emerges during the final insurance underwriting process by the healthcare insurance carrier. Additionally, in the event a quote shows an incorrect price due to typographical error or error in pricing information received from our carriers, the correct quotation based on the healthcare insurance carrier- filed rates will control.
Insurance policy information and descriptions contained on the Platform are not intended to be complete descriptions of all applicable terms, exclusions, and conditions, but are provided solely for informational purposes. Please refer to the actual policy for complete details of coverage under a specific policy.
No Medical Advice.
The Platform, including, text, copy, audio, video, photographs, illustrations, graphics and other visuals, are for informational purposes only and does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. You should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. W3LL does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included on the Platform. Reliance on any information appearing on the Platform, whether provided by W3LL, its content providers, insurance companies, its clients, visitors to the Platform or others, is solely at your own risk.
Platform Availability.
You acknowledge that the Internet is neither owned nor controlled by any one entity. As a result, W3LL cannot guarantee that you will be able to access W3LL ‘s server at any given time. W3LL represents that it will make commercially reasonable efforts to ensure that its server is available as widely as possible and with as little service interruption as possible. W3LL is not liable for any damages arising out of the unavailability of the Platform.
Platform Security.
W3LL has security measures in place that seek to mitigate risk and use commercially reasonable procedures and technologies to help protect the confidentiality of any PII collected through the Platform, in accordance with CMS requirements. However, no website can be absolutely protected against intentional or malicious intrusion attempts despite our precautions. Additionally, W3LL does not control the devices, computers, or network through which you access the Platform or over which you may choose to send PII or payment information to the Platform, and therefore cannot prevent potential interceptions or compromises to your information while in transit to the Platform. W3LL makes no guarantee as to the security, integrity, or confidentiality of any information transmitted to or from the Platform. W3LL cannot guarantee the security of electronic communications or transmissions made over the Internet.
Authority To Modify Platform and Services.
W3LL may upgrade, modify, change, or enhance the Platform to a new version of the Platform or revise the Terms at any time in its sole discretion, with or without notice. Any such revision or change will be binding after posting of the revised Terms or change to the Platform, or upon notification to you by e-mail, if any. By continuing to use the Platform after any revision to the Terms or change in the Platform, you agree to abide by and be bound by any such revisions or changes. If you do not agree to such revisions or changes, you may cancel your account by sending W3LL a notice, as set forth herein, stating that you would like to cancel your account. Certain provisions of the Terms may be superseded by expressly designated legal notices or terms located on particular pages within the Platform.
Use of Data You Provide Through the Platform.
W3LL may use information you provide through your account (such as your name, National Producer Number, carrier appointment settings, etc.) to display advertisements from select partners within your account on the Agent Platform for which W3LL may receive compensation. In the event your account is terminated due to any violation of the Acceptable Use of the Platform, W3LL reserves the right to share your name, National Producer Number, and the fact that your account was terminated with any insurance carriers with whom you have indicated that you are appointed and with any insurance regulators with jurisdiction over your license(s). W3LL may also use and disclose to third parties de-identified, aggregated data from the Platform for reports, metrics, media releases, and any other uses permissible by law.
Copyright Infringement – DMCA Notice.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on the Platform infringes a copyright owned by you, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it blocked.
This request should be sent to:
info@w3ll.com or by mail at:
Welltheos LLC
1500 Stony Brook Road
Stony Brook, New York USA 11794
Attn: Legal Dept.
The notice must include the following information: (a) a signature of a person authorized to act on behalf of the owner that holds an exclusive right believed to be infringed; (b) identification of the copyrighted work or materials allegedly infringed; (c) the name, address, telephone number, and email address of the complaining party; (d) a statement that the complaining party has a good faith belief that use is not authorized by the copyright owner, its agent or the law; and (e) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Platform should be sent to the address above.
Disclaimer of Warranties.
ALL CONTENT, SERVICES AND MATERIALS ON THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS. W3LL, ALL THIRD PARTIES, IF ANY, PROVIDING CONTENT FOR THE PLATFORM, AND ALL THIRD PARTIES PROVIDING SUPPORT OR INFORMATION FOR THE PLATFORM (COLLECTIVELY, “PLATFORM-RELATED-PARTIES”) HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. W3LL AND THE PLATFORM-RELATED- PARTIES ASSOCIATED WITH THE PLATFORM MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, THE PLATFORM-RELATED-PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION REGARDING PARTICULAR PLAN BENEFITS OR SCOPE OF COVERAGE IS ACCURATE OR COMPLETE.
W3LL AND THE PLATFORM-RELATED-PARTIES ASSOCIATED WITH THE PLATFORM MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE PLATFORM IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.
Some states do not allow limitations on implied warranties, so one or more of the above limitations may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Limitation Of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL W3LL OR ITS AFFILIATES OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE OF THE PLATFORM; (B) YOUR INABILITY TO USE OR ACCESS THE PLATFORM; (C) UNAUTHORIZED USE OF YOUR ACCOUNT CREDENTIALS; (D) ANY INFORMATION, CONTENT OR FUNCTIONALITY OFFERED THROUGH THE PLATFORM; (E) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM; (F) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, DEFICIENCIES OR OTHER INACCURACIES IN THE PLATFORM; (G) ANY UNAUTHORIZED ACCESS TO, USE, DISCLOSURE OR ALTERATION OF, YOUR TRANSMISSIONS OF DATA INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFIABLE INFORMATION; (H) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (I) ANY EVENT BEYOND W3LL’S REASONABLE CONTROL. TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, W3LL’S MAXIMUM AGGREGATE LIABILITY IN RELATION TO ANY EVENT OR SERIES OF RELATED EVENTS WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL W3LL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF W3LL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, W3LL‘S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. YOU AGREE THAT YOU USE THE PLATFORM AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
Indemnification By User.
You agree to release, indemnify, defend and hold W3LL and its agents, employees, officers, directors, shareholders, contractors, affiliates and assigns harmless from all claims, damages, fines, penalties, costs, expenses (including reasonable attorneys’ fees), or any other liabilities relating to or arising out of (a) the breach of your representations, warranties and obligations under the Terms; (b) use of the Platform other than as permitted by the Terms by you or anyone using your Account Credentials, whether authorized by you or not; (c) infringement of any intellectual property or other proprietary right of any third party by you; (d) violation of W3LL ‘s policies or other operating rules or policies communicated to you by W3LL; (e) any information or data you supplied to W3LL; or (f) unauthorized access, use or disclosure of PII in your possession or control except to the extent directly caused by W3LL. The obligations set forth in this Section will survive any termination of User’s account or these Terms.
Termination.
W3LL reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, upon reasonable notice to you. W3LL will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.
Effect of Account Termination.
In the event you wish to terminate your account, it is your sole responsibility to export your own client data prior to termination. If your account is terminated by W3LL due to behavior described in Section 3 above or a violation of W3LL’s policies, you will not have an opportunity to export client data from your account prior to it being deactivated.
GENERAL TERMS
Entire Agreement. The Terms, together with our additional policies, and any Order Form, constitute the entire agreement between you and W3LL relating to your use of the Platform, and supersede any previous agreements, understandings, representations and warranties (both oral and written) with respect to your use of the Platform.
Authority to be Bound. If you are an entity, organization, or company, the individual accepting the Terms on your behalf represents and warrants that he or she has authority to bind you to the Terms and you agree to be bound by the Terms.
Assignment. You may not assign or transfer the Terms or your rights under the Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice or consent.
No Waiver. The failure to require performance of any provision of the Terms will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of the Terms, or any provision of the Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
Use of Headings. Use of section headers in the Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout the Terms the use of the word “including” means “including but not limited to.”
Severability. If any part of the Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Notices. Except as expressly provided otherwise herein, all notices to W3LL will be in writing (either paper or electronic format) and delivered either via email to info@W3LL.com, or via postal mail to W3LL, ATTN: W3LL Broker Assist, 1500 Stony Brook Road, Stony Brook, New York 11974. All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to the Terms). You authorize us to contact you via telephone, at the number provided by you in your account information, e-mail or postal mail regarding information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails, and other notices describing changes, upgrades, new products and services or other relevant matters.
Dispute Resolution and Arbitration. You agree that disputes arising under the Terms will be resolved by binding, individual arbitration, and by accepting the Terms, you and W3LL are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. Your rights will be determined by arbitrators instead of a judge or jury. Any arbitration between you and W3LL will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”). Notwithstanding the foregoing, nothing in the Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) pursue an enforcement action through the applicable federal, state, or local governmental agency if that right of action is available; (b) seek injunctive relief in a court of law in aid of arbitration; or (c) to file suit in a court of law to address an intellectual property infringement claim.
Governing Law. The Terms are governed by the laws of the State of New York without regard to conflicts of law principles. You and W3LL agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Eastern or Southern Districts of New York for resolution of any lawsuit or court proceeding permitted under the Terms.
Exclusion of Third-Party Rights. Except as otherwise set forth in theTerms, the Terms are for the benefit of you and W3LL and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to the Terms is not subject to the consent of any third party.
Privacy Policy. Please read our Privacy Policy, above and found at W3LL.com for information relating to our collection, use, storage, and disclosure of personal information and payment information. The Privacy Notice is incorporated by this reference into, and made a part of, the Terms.
Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may communicate to you, including those set forth on any Order Form (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, the Terms.
Eligibility To Use The Platform.
The Platform is intended only for users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By agreeing to the Terms, you represent and warrant that: (a) you are at least 18 years old and reside in the United States or its territories; and (b) your use of the Platform complies with any and all applicable laws and regulations and you will use the Platform only as set forth in the Terms. If you do not meet these eligibility requirements, you must not access or use the Platform.
Survival of Terms.
Your obligations under the certain sections survive termination of the Terms, including sections 2,3,6,8,10,11, 17,18,19, and 22 of the Terms. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
