KnoWEwell Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE BECOMING A MEMBER AND USING THE KNOWEWELL PLATFORM.

Welcome to KnoWEwell®! These terms and conditions ("Terms and Conditions") govern your relationship with KnoWEwell, P.B.C. (referred to as “KnoWEwell,” “we,” “us,” or “our”). In these Terms and Conditions, members will be referred to as “you” or “your.”

By accessing or using the KnoWEwell online and mobile applications for members (referred to as the “Platform”) you acknowledge and represent that you (i) have read these Terms and Conditions and our Privacy Policy, which is hereby incorporated by reference, (ii) understand them, (iii) accept and agree to be bound by them, (iv) are at least 18 years of age or an emancipated minor, or if you are under the age of 18, you are at least 13 years of age and you possess parental or legal guardian consent to use the Platform (if you are under 13 years of age, then do not use the Platform); (v) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Conditions, and to abide by and comply with these Terms and Conditions, and (vi) agree to comply with all laws and regulations applicable to you, to the use of the Platform, and/or the Internet. If you are a provider member accessing or using the Platform, you additionally acknowledge and represent that you have the necessary certifications, registrations, and licenses required by appliable law and are in good standing and qualified to provide the services described in your profile.

KnoWEwell reserves the right to revise and update these Terms and Conditions at any time. Your continued usage of the Platform means you accept those changes. For so long as you agree to these Terms and Conditions and abide by them, you may use the Platform. If you do not agree to any or all of these Terms and Conditions of use, or revisions thereof, then you are not permitted to use the Platform and should not become or remain a KnoWEwell member.

KnoWEwell’s mission is to inspire and empower WELLthier Living®. The KnoWEwell Platform is intended to be a private, secure, and safe space to find information and to engage respectfully with like-minded people. Failure to comply with these Terms and Conditions may result in suspension or revocation of your membership as determined by KnoWEwell in its sole discretion without a refund.

Membership Privileges & Platform Features

The Platform is designed to provide information and services to members, including, but not limited to, information about functional medicine, personal lifestyle medicine, integrative health and medicine, natural medicine, complementary, alternative, and traditional world medicine, and today’s most innovative healing, health and well-being practices that treat the whole person – mind, body, and spirit (which we refer to collectively as “wholistic”), the ability to connect individual members and provider members, and an opportunity to participate in one or more communities where members may engage with other members. The specific features you enjoy as a member are dependent upon the membership service level you have purchased. KnoWEwell reserves the right to change, modify, enhance, add, or delete membership features at any time.

Your membership experience is very important to us. We conduct periodic member surveys to receive feedback on our product design and user experience. We embrace your feedback and will consider it as our periodic evaluation to improve our policies, practices, products, and services.

KnoWEwell Does Not Provide Medical Advice

The contents of the KnoWEwell Platform, such as, without limitation, text, graphics, photos, images, videos, webinars, live events, audios, editorials, endorsements, comments, referrals, writings, and other elements and materials, in any media or format, whether physical, electronic, digital, analog or otherwise produced by KnoWEwell or obtained or licensed from others on the KnoWEwell Platform (collectively referred to as “Content”) are for informational purposes only. The Content is not intended to be a substitute for professional medical, health, wellness or healing advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health providers with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the KnoWEwell Platform. KnoWEwell assumes no liability for the use or misuse of the Content. If you think you may have a medical emergency, call your doctor or 911 immediately.

KnoWEwell does not recommend or endorse any specific tests, therapies, practices, providers, products, procedures, opinions, or other information that may be mentioned on the Platform. Reliance on any information furnished by KnoWEwell, KnoWEwell’s employees, others appearing on the Platform at the invitation of KnoWEwell, or others, including members, appearing on the Platform is solely at your own risk.

Some of KnoWEwell’s applications, services, and tools may have additional terms that we provide to you when you use those applications, services, and tools.

Use of Natural MedicinesTM, Prescriber’s LetterTM and Other Content

Based on the membership plan you selected, your membership may include an online subscription to Natural MedicinesTM and, if you are a provider member, Prescriber’s LetterTM, both products of Therapeutic Research Center, LLC (“TRC”), referred to as “TRC Products.” Natural Medicines are the resource on dietary supplements, natural medicines, and complementary, alternative, and integrative therapies. Prescriber’s Letter is a leading information source on drug therapy recommendations for providers. Your TRC Products subscription is limited to your own personal use, and you are expressly forbidden to resell, lease, timeshare, transfer, or commercially distribute, or sublicense any rights to TRC Products. While TRC has used commercially reasonable efforts to ensure that the content of its products, including TRC Products, are materially up to date and reliable, TRC does not directly or indirectly practice medicine or dispense medical advice or services and therefore assumes no liability for the content of the TRC Products. Provider members must exercise their own independent skill, experience, knowledge, and professional medical judgment in making clinical, treatment, and/or prescription decisions and as such, the risk of using TRC Products is solely with you. Further, you may be required by TRC to enter into and/or agree to website terms of use, end-user licenses, or other TRC guidelines as part of your access to or use of TRC Products through the Platform.

With respect to the Content produced by KnoWEwell or obtained or licensed from others, including by not limited to TRC, members shall not (i) rent, sell, lease, sublicense, distribute, transfer, exploit, copy, reproduce, display, publish, modify, edit, revise, alter, translate, syndicate, consolidate, store, create derivative works based on, anthologize, allow access to, time-share or otherwise exploit all or any portion(s) of the Content, (ii) modify, disable, attempt to circumvent, or otherwise interfere with any security, copy protection or other similar feature of the Content, (iii) remove any proprietary notices, labels or marks embedded in or displayed with the Content, (iv) combine, merge or mix the Content with any third party’s data or content, (v) publish, display or otherwise allow access to (through frames, links, or otherwise) the Content in connection with any sale, distribution, transfer or other transaction involving any item or substance referred to in the Content arising out of or in conjunction with the display thereof, or (vi) use the Content in any way (including without limitation, in connection with any website or application) that is offensive, abusive, libelous, harassing, threatening, discriminatory, vulgar, pornographic, unethical, unlawful, or otherwise inappropriate, or (vii) use the Content or Platform to express political views or actions, as determined by KnoWEwell in its sole discretion.

All Content posted on the Platform is protected by the copyright laws in the United States and in foreign countries. All Content is provided by KnoWEwell to you AS IS. You may access the Content for your information and use solely as intended through the provided functionality of the Platform and as permitted under these Terms and Conditions. KnoWEwell authorizes you to view or download a single copy of the Content on the Platform solely for your personal, noncommercial use if you include the copyright notice located at the end of the material, for example: "©2020 KnoWEwell, P.B.C. All rights reserved." and other copyrights and proprietary rights notice that are contained in the Content. If upon download any KnoWEwell content, you are prompted to additional terms applicable to such Content you must review and accept such additional terms before we allow you to proceed with your download. Please read any additional terms carefully. Any special rules for the use of certain software and other items accessible on the Platform may be included elsewhere within the Platform and are incorporated into these Terms and Conditions by reference.

Title to the Content remains with KnoWEwell or its licensors. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. Content and features are subject to change or removal without notice at the discretion of KnoWEwell. All rights not expressly granted herein are reserved to KnoWEwell and its licensors.

If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates, and you must immediately destroy any copies you have made of any portion of such materials.

Links to Other Sites

KnoWEwell provides links to third-party websites. In addition, KnoWEwell may make available products or services of our sponsors or provider members through their respective websites or by other means (e.g., by email). Unless we otherwise inform you on the Platform, your use of third-party websites or offerings is not required as part of your membership. KnoWEwell does not recommend and does not endorse the content, products, or services of third-party sponsors, provider members, or websites. KnoWEwell is not responsible for the content, products, or services of linked third-party sites, sites framed within the Platform, third-party sites provided as search results, or third-party sponsors, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. We do not exercise control over third-party websites or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and terms of the offers in which you participate. You agree that KnoWEwell is not responsible for nor will we be liable to you or any third party for your interaction with such third parties.

What We Agree

1. We agree to publish your profile and contact information, based on your selected privacy settings, for other members to see. The intent is for members to connect with each other based on similar interests, values, and needs. It also is the intent for individual members to be able to find provider members who best match their health interests and needs and vice versa. You are solely responsible for the information you provide in your profile as described under “What You Agree” below.

2. We agree to provide a variety of means to communicate with other members as you access Content, including but not limited to: (i) creating and sharing information through posts, articles and videos in Live Stream, and through other media, (ii) participating in Topic Group conversations, and (iii) for individual members to search and view the profiles of provider members and for provider members to connect with individual members based on their membership profile and privacy settings. We do not guarantee provider members any specific number of contacts, nor do we make guarantees, representations, or warranties regarding an individual member’s selected interests, desire to become a patient or customer, ability pay for services, or the accuracy of the information provided by such individual members. We are not involved in, nor do we have any responsibility for provider member’s contracts or agreements with individual members you meet through KnoWEwell, the creditworthiness of individual members, or any payments to provider members or any disputes between provider and individual members.

3. If you have selected the Gold Plan membership plan, we agree to provide individual members with access to the Natural MedicinesTM database, and provider members with access to the Natural MedicinesTM database and the Prescriber's LetterTM.

4. The Platform supports the two latest versions of available web browsers including, but not limited to, Firefox, Safari, Explorer, Chrome, and Edge. We do not support running our application, in multiple browsers or windows/tabs concurrently. Doing so may result in unexpected behavior.

What You Agree

1. In order to become a member, you must register by creating an account. During the registration process, you will be asked to provide your name, email address, selected biographical information, and, if you are a provider member, professional, and care approach information. You agree to take responsibility for your account, to provide truthful and accurate information, and to maintain its integrity, You agree that KnoWEwell may share your account information with others consistent with our Privacy Policy.

2. If you provide a link to your website during the registration process or at any time for your KnoWEwell profile, by doing so you authorize (but do not obligate) KnoWEwell to populate fields of your KnoWEwell profile from that website (including any landing pages, web pages, and the content thereof). By providing a link to a website, you represent and warrant that the website (including any associated landing pages, web pages, and the content thereof) is yours and that you have authorization and authority to use and share all information contained therein.

3. Subject to your profile and privacy settings, your profile may be viewed by other members on the Platform and through third-party services and websites. It may also be re-shared by others. You should only provide information that you are comfortable sharing with others under the terms of these Terms and Conditions.

4. You represent and warrant that all registration information you submit on your KnoWEwell profile is truthful, complete and accurate and you will maintain the truthfulness, completeness, and accuracy of such information. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Platform (or any portion thereof). If you are a provider member, you warrant that you are qualified and capable to perform the services, and hold the degrees, certificates, and training included in your profile and any amendments thereto.

5. You may not transfer to or share your account with other persons or entities, and you are solely responsible for the confidentiality of your member account, as well as for its use and misuse.

6. You agree: (i) to be responsible for any act or omission of any users accessing the Platform under your account that, if undertaken by you, would be deemed a violation of these Terms and Conditions, and (ii) that such act or omission shall be deemed a violation of these Terms and Conditions by you.

7. You will promptly inform us of any need to deactivate a username or password, including if you become aware that your account is being used without authorization.

8. You agree not to register or provide any information for an account on behalf of an individual other than yourself unless you are authorized to bind such person to these Terms and Conditions. By registering another person, group, or entity you hereby represent that you are authorized to do so.

9. Members whose access to the Platform has previously been terminated by KnoWEwell may not register for a new account and may not designate others to register or use an account on their behalf.

10. You will comply with these Terms and Conditions as specified from time to time.

11. By posting or providing any Content on the Platform, including but not limited to text, articles, videos, photographs, and other materials, in any media or format, now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise, you represent and warrant to KnoWEwell that you own or have all necessary rights to use the Content you post or provide, and grant to KnoWEwell the rights granted below. The forgoing representation includes, but is not limited to a representation and warrant that you own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places, or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You agree to indemnify, defend, and hold harmless KnoWEwell from and against any claim, liability, cost, and expense arising in connection with your posting or providing Content. By posting or providing Content to the Platform, you hereby grant KnoWEwell and its members a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, transferable, and assignable license to use, copy, store, process, adapt, publish, transmit, display, reproduce, modify, edit, abridge, crop, create derivative works of, perform, distribute your Content on the Platform, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels (now known or later developed). Nothing in these Terms and Conditions shall restrict other legal rights KnoWEwell may have to the Content, for example under other licenses or to sublicense the Content through multiple tiers of sublicensees. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. KnoWEwell reserves the right to remove or modify Content for any reason, including Content that KnoWEwell believes violates these Terms and Conditions or our policies. You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary, or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you. You also hereby grant each member of the Platform a non-exclusive license to access Content you submit to the Platform and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Platform and under these Terms and Conditions. The above licenses granted by you in Content you submit to the Platform will survive even if you remove or delete your Content from the Platform and if your membership is terminated. The above licenses granted by you are perpetual and irrevocable.

KnoWEwell does not authorize copyright infringing activities and infringement of intellectual property rights on the Platform, and KnoWEwell will remove Content if properly notified that such Content infringes on another's intellectual property rights (see the section below titled “Copyright Complaints”). KnoWEwell reserves the right to remove Content without prior notice.

12. You will not use the Platform for any unlawful purpose;

13. You will not upload, post, e-mail, transmit or otherwise make available any Content that:

  • infringes any copyright, trademark, trade secret, right of publicity, or other proprietary rights of any person or entity; or
  • has a political agenda or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information. You will not “stalk” or otherwise harass another member.

14. You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

15. You will not violate any applicable local, state, federal or international law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act or any successor federal statute, and the related rules and regulations (“HIPAA”), all as may be amended or supplemented from time to time.

16. You will not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of KnoWEwell or the respective licensors of the KnoWEwell Content. KnoWEwell and its licensors reserve all rights not expressly granted in and to the Platform and the KnoWEwell Content.

17. You agree not to copy/collect Content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).

18. You will not, directly or indirectly, use for your own benefit other than as permitted under these Terms and Conditions or disclose to any third party any data made available to you through the Platform regarding a member without the prior written, express permission of the applicable member and then only in accordance with the KnoWEwell Privacy Policy and all applicable laws, rules and regulations, including without limitation HIPAA. KnoWEwell does not have and does not assume, any responsibility for the confidentiality of communications between any of its members, other than those expressly stated in our Privacy Policy and the Terms and Conditions that you accept, or any responsibility for a violation of HIPAA by you.

19. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical practices with KnoWEwell, any of our members or other third parties, including, but not limited to, disclosing any member personal information to any third party. You will at all times be in full compliance with all applicable federal, and regulations that apply to your activities.

20. If you are a provider member, you hereby warrant and represent that (i) neither any Content you submit nor your provision thereof will conflict with or violate any applicable law, rule, or regulation, or any guidelines, rules or regulations required of professionals in your field, including, without limitation, HIPAA; and (ii) your conduct on the Platform will at all times be professional. Provider members acknowledge and agree that KnoWEwell is not a “Covered Entity” for purposes of HIPAA, and if the provider member is considered a “Covered Entity,” KnoWEwell is not a “Business Associate” for purposes of HIPAA. The provider member may not upload, disclose, or transmit through the Platform any Protected Healthcare Information (“PHI”), as that term is defined under HIPAA. KnoWEwell does not have and does not assume, any responsibility for the confidentiality of communications between individual and provider members or with respect to any Content that you submit, other than as expressly stated in our Privacy Policy and these Terms and Conditions that you accept, or any responsibility for a violation of HIPPA. Please carefully consider any Content that you submit through the Platform.

21. If you are a provider, you will not promote webinars, training or other promotional or educational events on the Platform that will be hosted or offered on other social media platforms (e.g., Facebook, Facebook Live) or competing websites.

22. If you are a provider, you may be required to supply information to KnoWEwell in order to have Universal Background Screening, Inc. (“Universal”), a third-party service provider engaged by KnoWEwell, perform a background check and to verify selected educational and professional information you submit as part of your membership registration. If your membership registration is rejected, at least in part, as a result of the information obtained from Universal, membership fees paid will be refunded less than the fees charged by Universal for their services on your account.

Intellectual Property

We and/or our licensors, vendors, and suppliers, as applicable, retain all right, title and interest in and to the Platform, and all software, code, tools, technology, proprietary methods and systems, and all related intellectual property rights relating to the Platform (the “Technology”). You may not copy, modify, reproduce, republish, post, transmit, sell, offer for sale, or redistribute the Technology in any way without our prior written permission and the prior written permission of our applicable licensors. Nothing in these Terms and Conditions grants you any right to receive delivery of a copy of the Technology or to obtain access to the Technology except as generally and ordinarily permitted through the Platform according to these Terms and Conditions. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the Platform, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos ("Marks") of us or other entities. All Marks not owned by KnoWEwell that appear on the Platform or our website are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

Subject to your rights in the Content provided by you through your membership account (as explained above), we retain all right, title, and interest in and to all Content available through the Platform. The Content may be owned by us or our licensors and is protected under both United States and foreign laws. Except as expressly permitted in these Terms and Conditions, you have no rights in or to the Content.

KnoWEwell does not endorse any Content submitted to or shared via the Platform by any member or other licensor, or any opinion, recommendation, or advice expressed therein, and KnoWEwell expressly disclaims any and all liability in connection with such Content. You understand that when using the Platform, you will be exposed to content from a variety of sources and that KnoWEwell is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such content.

The Platform, as a whole, is copyrighted as a collective work, and individual works or content appearing on or accessible through the Platform owned by or licensed to KnoWEwell are likewise subject to copyright protection domestically and internationally. Likewise, all software, code, proprietary methods, and systems used to provide the Platform may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors.

Copyright Complaints

If you believe the Platform contains any Content that infringes your copyright, please contact legal@KnoWEwell.com with the following information:

  • An electronic or physical signature of the owner of the copyright interest or the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Platform;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

Fees

1. For purchases of subscription membership, you shall pay such fees on an annual or monthly basis. You agree that payments will be made by KnoWEwell processing your credit or debit card, in advance, on such a basis. KnoWEwell uses a third-party payment processor, and such a processor may not support all payment methods, currencies, or locations for payment.

2. AUTOMATIC RENEWAL OF SUBSCRIPTION: After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a "Renewal Term"), at the subscription price in effect at the time of renewal ("Renewal Price”). You agree that your account will be subject to this automatic renewal feature. If you want to upgrade your subscription membership, you may do so at any time by logging onto your account. If you want to terminate your subscription membership, you may do so at any time solely by contacting the KnoWEwell Membership Team at membership@knowewell.com during normal working hours. If you terminate your membership subscription, you may use your membership until the end of your then-current subscription term (unless you also request your data be removed in accordance with our Privacy Policy); your subscription membership will not be renewed after your then-current term expires, and you won't be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize KnoWEwell to charge your provided payment method now and again at the beginning of any Renewal Term. Upon the renewal of your subscription membership, if KnoWEwell does not receive your payment, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that KnoWEwell may either terminate or suspend your membership and continue to attempt to charge your payment method until payment is received.

3. You authorize KnoWEwell to charge you for any sales or similar taxes that may be imposed on your subscription payments or any other fees charged by KnoWEwell.

4. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your KnoWEwell profile, and all contact and billing information, are kept up-to-date and accurate. KnoWEwell is not responsible, or liable, for undelivered member notifications. You agree to promptly notify KnoWEwell if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer.

5. You acknowledge that you will not receive a detailed account statement unless you provide KnoWEwell with a valid email address. KnoWEwell will process your balance due at the beginning of your billing period through your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $50 fee per transaction.

6. Any disputes about charges to your account must be submitted to KnoWEwell in writing to membership@knowewell.com within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30-day period, and all such charges will be final and not subject to challenge.

7. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.

8. No fee is due or payable to the extent such fee is in violation of any applicable law.

Other Terms

1. KnoWEwell, in its sole discretion, reserves the right to suspend your rights under these Terms and Conditions or terminate your membership immediately at any time for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.

2. If it is determined or suspected by KnoWEwell in its sole discretion that you are misusing or attempting to misuse or circumvent the KnoWEwell services or system or any member data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services offered by KnoWEwell, in addition to our right to immediately terminate your membership, KnoWEwell reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

3. In the event of termination of your membership, you shall not be entitled to any refund of any fees paid to us, including any prepayments.

4. If any provision of these Terms and Conditions is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, then such provision shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties without affecting the remainder of these Terms and Conditions.

5. KnoWEwell has the right to use all information related to you in accordance with its Privacy Policy, which can be found at on the Platform (Privacy Policy).

6. When using the Platform or Content, you agree that you will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Platform; (ii) introduce into the Platform any virus, worm, “black door,” Trojan Horse, or similarly harmful code; (iii) upload to the Platform or link to any website, any member Content that violates these Terms and Conditions; or (iv) otherwise use the Platform in violation of these Terms and Conditions. If you violate any of these Terms and Conditions, we reserve the right, in our sole discretion, to deny you access to the Platform or any portion of thereof or terminate your membership, without notice, and to remove any of your Content.

7. KnoWEwell’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and KnoWEwell nor trade practice shall act to modify any of these Terms and Conditions.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, feedback, questions, designs, and other similar communications about the Platform or services provided by KnoWEwell (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, do not provide us with any Unsolicited Information.

1. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY.

2. By submitting Unsolicited Information, you automatically forfeit your right to any intellectual property rights in those ideas. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting.

3. We and our affiliates are free to use any ideas, concepts, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing manufacturing, and marketing products.

4. You agree not to take any action that may undermine any feedback or rating systems that we establish as part of the Platform. This includes not displaying, importing, exporting or using any feedback information taken from the Platform, regardless of purpose.

5. You hereby expressly permit KnoWEwell or its authorized contractors and partners to access your account and content in order to investigate and diagnose actual or potential defects or other technical problems with the Platform.

Disclaimer

THE PLATFORM, CONTENT, AND ALL OTHER CONTENT, INFORMATION, FUNCTIONS, TOOLS, AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NONE OF KNOWEWELL, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “KNOWEWELL PARTIES”) WARRANT THAT ANY OF THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE KNOWEWELL PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING.

NONE OF THE KNOWEWELL PARTIES ENDORSE OR RECOMMEND ANY CONTENT PROVIDED BY ANY MEMBER OR ANY OTHER THIRD PARTY, INCLUDING ANY THIRD-PARTY OFFERINGS. NONE OF THE KNOWEWELL PARTIES IS A PARTY TO OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY THIRD PARTY CONTENT OR OFFERINGS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, OR FOR ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN MEMBERS OR FOR ANY RESULTS CAUSED BY USING THE PLATFORM OR ANY CONTENT, FUNCTIONS, AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS ANY INDIVIDUAL MAY SUFFER. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability

IN NO EVENT ARE THE KNOWEWELL PARTIES LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST REVENUE, PROFITS, SAVINGS OR GOODWILL, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR THE CONTENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF A KNOWEWELL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE KNOWEWELL PARTIES FOR ALL DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED, THE TOTAL FEES PAID BY YOU TO US IN CONNECTION WITH YOUR USE OF THE PLATFORM IN THE PRECEEDING TWELVE (12) MONTH PERIOD. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS KNOWEWELL PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. IN NO EVENT SHALL THE KNOWEWELL PARTIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY MEMBER OR OTHER PERSON ON OR THROUGH THE PLATFORM.

Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify, and hold KnoWEwell, its officers, directors, employees, agents, licensors, suppliers and members, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions and, in addition, for provider members resulting from, or alleged to result from (i) any of your services to or dealings with any KnoWEwell members, or (ii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of member personal information) set forth in these Terms and Conditions.

Jurisdiction

You expressly agree that all disputes arising from your membership and use of the KnoWEwell Platform shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to principles of conflict of laws. You and KnoWEwell will submit all disputes arising from membership and use of the Platform to arbitration in New Jersey before a single arbitrator of the American Arbitration Association (AAA). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in New Jersey. No party will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from seeking injunctive relief.

Access Outside the United States

KnoWEwell is based in New Jersey, in the United States of America. KnoWEwell makes no claims that the Platform and the Content are appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the KnoWEwell Platform from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You may not use or export any materials on the Platform in violation of United States’ or any other jurisdiction’s export, re-export, or import laws and regulations.

Questions?

Please contact us by email at membership@knowewell.com or call at 1-855-KWE-WELL (593-9355) if you have any questions about these Terms and Conditions or your membership.

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Last updated June 29, 2020

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