Applicant Terms of Service

Last Updated: 27.08.2025‍

1. Introduction & Acceptance
1.1 Company Identity. These Wellsphere Applicant Terms of Service (the “Terms”) govern access to and use of the Wellsphere platform and related services operated by Wellsphere Enterprises LLC, a Delaware limited liability company, with its principal place of business at 1s 1st st, Apt 28D, 11249 Brooklyn, New York United States (“Wellsphere,” “we,” “us,” or “our”). Wellsphere may be contacted by email at hello@joinwellsphere.com
‍1.2 Relationships with Applicant. Wellsphere provides a digital platform that enables wellness professionals (“Applicants”) to discover and connect with job and lawful work-trade opportunities offered by independent third-party businesses (the “Service”). The Service is offered solely for Applicants’ personal, non-commercial use. Wellsphere is not an employer, recruiter, placement or employment agency, staffing firm, agent, representative, joint venturer, or fiduciary of any user, and does not hire, supervise, set pay, classify, onboard, or manage payroll, tax, or benefits. Wellsphere does not conduct background checks, verify licensure, right-to-work, or insurance, or guarantee the accuracy, legality, or availability of any Opportunity.
‍1.3 Binding Agreement.  These Terms form a binding agreement between Wellsphere and each individual Applicant who creates an account, purchases a plan, or otherwise uses the Service. By doing so, Applicant accepts and agrees to these Terms. If Applicant does not agree, they may not access or use the Service. By accepting these Terms, Applicant represents and warrants that they:are at least eighteen (18) years old (or the age of majority where they reside); andare acting solely in an individual, consumer capacity and not on behalf of an employer or business.
‍1.4 Amendments to Terms. Wellsphere may amend, modify, or supplement these Terms from time to time in its sole discretion. Material changes will be notified by email, in-Platform notification, or other reasonable means, and will take effect no sooner than 15 days after notice is given, unless a shorter period is required by law or relates to new features or legal compliance. If Applicant does not agree, they may cancel their account before the effective date of the changes. Wellsphere will not make changes that materially disadvantage Applicant during a prepaid term without offering the right to cancel before such changes take effect (and a pro-rata refund where required by mandatory law).
‍1.5 Modifications and Maintenance. Wellsphere reserves the right at any time, with or without notice (except where advance notice is required by law for recurring fee changes), to modify, suspend, or discontinue any aspect of the Platform or Service, including features, functionality, plans, or pricing. Routine maintenance may be scheduled periodically; unplanned emergency maintenance, downtime, or outages may occur without advance notice. Wellsphere shall not be liable to Applicant or any third party for any such modifications, suspensions, or interruptions. Wellsphere will not make changes that materially disadvantage Applicant during a prepaid term without offering the right to cancel before such changes take effect (with a pro-rata refund where required by mandatory law)
‍1.6. ARBITRATION DISCLAIMER. BY AGREEING TO THESE TERMS, APPLICANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (A) ALL DISPUTES WILL BE RESOLVED SOLELY THROUGH FINAL AND BINDING ARBITRATION; (B) APPLICANT WAIVES ANY RIGHT TO A TRIAL IN COURT OR TO A JURY TRIAL; (C) APPLICANT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING; AND (D) ARBITRATION IS THE EXCLUSIVE FORUM AND REMEDY FOR ALL DISPUTES, UNLESS OTHERWISE REQUIRED BY NON-WAIVABLE LAW.

‍2. Definitions
2.1. “Applicant Content” means all information, profiles, CVs, portfolios, media, communications, and other materials submitted or published by an Applicant on or through the Platform.
‍2.2. “Employer” means businesses who publishes Opportunities  on the Platform.
‍2.3. “Remuneration” means any compensation, cash or in-kind offered in connection with an Opportunity.
‍2.4. “Opportunity” means a genuine role offered by an Employer to a wellness professional, including (i) paid employment or contractor roles, and (ii) lawful work-trade or in-kind arrangements (e.g., accommodation and meals) where compensation consists partly or wholly of non-cash benefits;
‍2.5. “Platform” means proprietary online platform and related functionality required for the purpose of accessing and using Services

‍3. Scope of Services
3.1 Limited Role. Wellsphere’s role is strictly limited to providing access to the Platform. Wellsphere does not, and shall not be deemed to, participate in, control, or assume responsibility for any hiring, contracting, onboarding, supervision, compensation, discipline, termination, or other dealings, arrangements, or relationships between Applicants and Employers. Each Applicant account may maintain one active profile and one CV/resumé at any time. Duplicate or multiple accounts or CVs are prohibited and may result in suspension or removal.
‍3.2 No Verification. Wellsphere has no obligation to verify, investigate, or guarantee the identity, legitimacy, qualifications, experience, licenses, credentials, right-to-work status, insurance coverage, compliance history, suitability, or background of any Employer, Opportunity, or other user, nor the truth, accuracy, completeness, legality, or reliability of any information or materials provided via the Platform. Applicants are solely responsible for conducting, at their own cost, such background checks, verifications, credentialing, reference checks, immigration or right-to-work confirmations, or other due diligence as they deem appropriate before engaging with an Employer or Opportunity. Any reliance by Applicant on user-supplied information is entirely at Applicant’s own risk.
‍3.3 Supplied Content. All profiles, job postings, communications, documentation, media, and other content available on the Platform are supplied exclusively by Employers and Applicants. Wellsphere does not author, originate, endorse, warrant, or assume responsibility for such content. Applicant acknowledges and agrees that all such content is provided on an “as is” basis, without verification or validation by Wellsphere.
‍3.4 No Professional Advice. WELLSPHERE DOES NOT PROVIDE LEGAL, HR, IMMIGRATION, TAX, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE. APPLICANTS MUST SEEK THEIR OWN ADVISORS AND MAKE THEIR OWN DECISIONS, INCLUDING HEALTH AND SAFETY JUDGMENTS ABOUT INTERVIEWS, TRAVEL, TRIALS, OR WORK CONDITIONS.
‍3.5. No Republishing. Opportunities, non-public Employer details, and contact tools on the Platform are visible only to registered, signed-in users. Applicant shall not copy, export, scrape, index, publicly post, or otherwise republish any listing, employer information, or contact details obtained through the Platform outside the Platform, nor permit any third party to do so.
‍3.6. No Storage. The Service may be modified, unavailable, or interrupted from time to time. Wellsphere is not a backup or records-retention service. Applicant is responsible for maintaining copies of Applicant Content and communications.

‍4. Eligibility and Compliance
4.1 Personal Eligibility. Applicant represents and warrants that they are at least eighteen (18) years of age (or the age of majority in their jurisdiction, if higher), possess full legal capacity to enter into these Terms, and are using the Platform solely in their personal, individual capacity for lawful career and professional purposes. Accounts must be created under the Applicant’s true legal name, and Applicant shall keep profile information accurate and current.
‍4.2 Compliance with Laws. Applicant acknowledges and agrees that they bear sole responsibility for ensuring compliance with all laws, regulations, and obligations that apply to their use of the Platform, their applications, and any subsequent interviews, trials, engagements, or other dealings with Employers. Such obligations may include, without limitation:professional licensing, credentialing, or certification obligations;tax, social security, and insurance obligations;privacy, data protection, and recordkeeping requirements; andhealth and safety obligations relating to travel, workplace conduct, or performance of servicesApplicant must independently confirm that any Opportunity is lawful and suitable for their circumstances, and Wellsphere shall have no liability for Applicant’s failure to comply with applicable requirements..

‍5. Accounts.
5.1 Account Responsibility. Each Applicant is permitted to maintain only one personal account. Accounts must be registered and maintained under the Applicant’s true and current name. Applicant shall not share, sell, or transfer account credentials to any other person. Applicant is solely responsible for:safeguarding all login credentials and authentication mechanisms;ensuring that only the Applicant personally accesses and uses the account; andall activity conducted through the account, whether or not expressly authorized by the Applicant.
‍5.2 Wellsphere Rights. Wellsphere reserves the right, but assumes no duty, to monitor, restrict, suspend, or terminate Applicant access where necessary to preserve system integrity, maintain security, prevent misuse, protect other users, or comply with applicable law. Wellsphere shall not be liable for any resulting suspension, restriction, or termination.
‍5.3 Security Incidents. If Applicant becomes aware of any unauthorized access to, or compromise of, their account, profile, communications, or data made available through the Platform, Applicant shall promptly notify Wellsphere and take all reasonable steps to secure their account.
‍5.4 Technical Restrictions. Applicant shall not scrape, harvest, bulk-download, use bots/crawlers, reverse engineer, test vulnerabilities, circumvent security or rate limits, or introduce malware or harmful code.

‍6. Subscription
6.1 Subscriptions and Credits. Access to the Service may be offered through subscriptions, credits, or other paid plans (each the “Plan”), each with specified duration, and limits. Plan inclusions are described at the time of purchase and may be updated by Wellsphere from time to time in its sole discretion. Applicant authorize Wellsphere to store their payment method for recurring charges and to use network updater services; Applicant may revoke in Settings.
‍6.2 Auto-Renewal. Unless cancelled in accordance with Clause 6.3, each Plan will automatically renew at the end of its billing cycle for successive periods at Wellsphere’s then-current rates and terms. Applicant authorizes Wellsphere (or its payment processor) to charge the payment method on file for each renewal. Renewal will continue until cancelled. For auto-renewing Plans, Wellsphere will provide a post-purchase acknowledgment and, where required by law, advance renewal reminders and a simple online cancellation mechanism available at all times in Applicant’s account.
‍6.3 Cancellation. Applicant may cancel a Plan through the Platform’s designated account-settings interface or by contacting Wellsphere at hello@joinwellsphere.com. Cancellation is effective at the conclusion of the current paid term and prevents automatic Plan renewal. Applicant will remains responsible for all fees through that date. No cancellation or termination relieves Applicant of accrued payment obligations. Access continues through the end of the then-current paid term and will not renew. No refunds are provided for early cancellation, partial periods, or unused features, except where required by non-waivable law. 
‍6.4 No Refunds. Except as expressly required by mandatory consumer law, all fees are non-refundable once charged, regardless of actual usage, early cancellation, or partial periods. Applicant acknowledges and agrees that (a) partial periods are not prorated, (b) promotional or courtesy credits have no cash value, and (c) accessing paid features during any free trial constitutes full use of the Service and waives any right to a refund. If Applicant initiates a chargeback without valid basis, Wellsphere may suspend or terminate Applicant’s account and may assess a reasonable administrative fee to cover investigation and processing costs.
‍6.5. Waiver of Cooling-Off Rights. By signing up for a paid Plan or a free trial Plan that grants access to paid features, Applicant expressly requests that Wellsphere begin supplying the Service immediately and Applicant expressly acknowledges that Applicant will lose their statutory 14-day right of withdrawal once performance begins, including when Applicant accesses any paid feature (for example, applying to a role, sending messages, or viewing non-public Employer details). Wellsphere will send a post-purchase (or post-trial enrollment) confirmation of Applicant’s express request and acknowledgment. If Applicant does not agree, Applicant must not complete their purchase or trial enrollment
‍6.6. Chargebacks. If Applicant initiates a chargeback or payment dispute without valid basis, Wellsphere may suspend or terminate access to the Service and may assess a reasonable administrative fee to cover investigation and processing costs.
‍6.7 Taxes. Fees are exclusive of any applicable sales, use, VAT, GST, or similar taxes. Where Wellsphere has a legal obligation to collect such taxes, they will be charged in addition to the Plan fees. Applicant remains responsible for any other taxes imposed on their use of the Service.
‍6.8 Changes. Wellsphere may amend, modify, or discontinue any Plan at its discretion. Changes will take effect beginning with the next billing cycle unless an earlier effective date is required by law. Applicants will be notified of material changes in advance, and continued use after the effective date constitutes acceptance of the modified terms.

‍7. Postings & Content Standards
7.1 Accuracy and Lawfulness. Applicant represents and warrants that all Applicant Content, including without limitation profiles, résumés/CVs, cover letters, portfolios, reviews, communications, images, media, and credentials, shall at all times be truthful, current, complete, lawful, and not misleading in any material respect.
‍7.2 Professional Standards. Applicant Content must be suitable for a professional environment and may not include or promote:false, fabricated, exaggerated, or misrepresented qualifications, experience, or licenses;discriminatory, harassing, defamatory, obscene, hateful, threatening, violent, or otherwise offensive language or imagery;fraudulent schemes, scams, solicitations for unrelated products or services, or multi-level marketing/pyramid programs;adult, sexually explicit, indecent, or otherwise inappropriate material;malware, spyware, spam, or any other harmful or disruptive code;infringement, misappropriation, or violation of any third-party intellectual property, privacy, or publicity rights; oradvertisements or promotions for classes, retreats, products, or unrelated services, and may not impersonate any person or misrepresent identity, licensure, or affiliation.
7.3 Content Responsibility. Applicant is solely responsible for Applicant Content and for any consequences arising from its creation, submission, publication, transmission, or use. Wellsphere does not originate, verify, endorse, or assume responsibility for any Applicant Content and disclaims all liability in connection therewith.

‍8. Intellectual Property.
8.1 Applicant Content License.  By submitting, uploading, or otherwise making available any Applicant Content (including without limitation résumés, CVs, profiles, credentials, written materials, audio/video media, photographs, likenesses, logos, and other images) to or through the Platform, Applicant hereby grants Wellsphere a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to:host, cache, store, reproduce, adapt for formatting, publish, display, distribute, and transmit Applicant Content;use, display, and promote Applicant’s name, likeness, image, and profile in connection with operation of the Platform, presentation of Applicant profiles to Employers, and promotional activities reasonably related to the Service; andretain archival or backup copies of Applicant Content for a reasonable period following account closure as necessary to comply with law, enforce these Terms, or maintain system integrity.Except for the license expressly granted above, Applicant retains all ownership rights in Applicant Content. Applicant represents and warrants that Applicant has all rights, permissions, and consents necessary to submit Applicant Content and to grant the foregoing license, including rights of publicity and privacy in any images, likenesses, or recordings provided.USE OF APPLICANT’S NAME/IMAGE/LIKENESS DOES NOT IMPLY ENDORSEMENT OF WELLSPHERE OR ANY THIRD PARTY. APPLICANTS MAY OPT OUT OF NON-ESSENTIAL MARKETING USES OF THEIR IMAGE OR PROFILE AT ANY TIME BY CONTACTING HELLO@JOINWELLSPHERE.COM
‍8.2 Wellsphere Intellectual Property. All rights, title, and interest in and to the Platform and Service (including its software, design, text, graphics, compilations, databases, interfaces, features, and trade dress) are and shall remain the exclusive property of Wellsphere and its licensors. No rights are granted to Applicant other than a limited, non-exclusive, revocable license to access and use the Platform in accordance with these Terms.
‍8.3 Trademarks. All Wellsphere names, logos, and associated marks are trademarks of Wellsphere or its licensors. Applicant may not use Wellsphere’s trademarks without Wellsphere’s prior written consent. All non-Wellsphere names, logos, and associated marks displayed on the Platform are owned by Employers publishing Opportunities on the Platform.
‍8.4 Takedowns. If Wellsphere receives a claim, demand, or notice alleging that Applicant Content infringes or misappropriates intellectual property or other rights, or if Wellsphere determines in good faith that removal is required by law or advisable to avoid liability, Wellsphere may remove, disable access to, or edit such Applicant Content at its sole discretion, without liability to Applicant. 

‍9. Data protection
9.1 Privacy Policy. Wellsphere processes Applicant personal data in accordance with its Privacy Policy and applicable law, including but not limited to the EU General Data Protection Regulation (GDPR), the UK GDPR, and U.S. state privacy laws. Such processing includes hosting Applicant profiles, enabling applications and communications, displaying Applicant content to Employers, and providing related Platform features.
‍9.2 Wellsphere role. Wellsphere acts as an independent controller (or equivalent legal role under applicable law) with respect to personal data Applicants provide directly on the Platform. When Applicant chooses to share a CV, profile, or other personal data with an Employer, that Employer becomes an independent controller of such data. Wellsphere does not act as processor, service provider, or agent of any Employer in this context and is not responsible for how Employers use Applicant data once shared. Employers are solely responsible for their own independent processing activities, and Wellsphere bears no liability for Employer’s acts or omissions in handling Applicant data.
‍9.3. Transfers. Where personal data is transferred internationally, Wellsphere relies on lawful transfer mechanisms (e.g., adequacy decisions, Standard Contractual Clauses) as detailed in the Privacy Policy.

‍10. Suspension and TerminationWellsphere may, in its sole discretion and without liability, restrict, suspend, or terminate an Applicant account if the Applicant violates these Terms or law, fails to pay fees when due, poses security or legal risk, or harms other users. Applicant may delete their account at any time through account settings; canceling a paid Plan stops renewal but does not itself delete the account unless separately requested. Upon termination or deletion, access ceases and Applicant Content may be removed. Wellsphere has no obligation to store, maintain, or provide copies of content, except as required by law. Minimal archival backups may be retained for compliance, dispute resolution, or fraud prevention per the Privacy Policy.

‍11. Indemnification
11.1 Indemnity.  To the fullest extent permitted by applicable law, the Applicant shall defend, indemnify, and hold harmless Wellsphere, its affiliates, and their respective directors, officers, employees, contractors, agents, licensors, and service providers (collectively, the “Wellsphere Parties”) from and against any and all claims, demands, actions, damages, losses, fines, penalties, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees and expert fees) (together, “Losses”) brought by a third party or governmental authority and arising out of or relating to:Applicant Content;unlawful, fraudulent, harassing, discriminatory, or otherwise prohibited conduct by the Applicant in connection with the Platform;any violation by the Applicant of applicable laws or regulations, including data protection, privacy, or anti-discrimination laws; orany material breach of these Terms by the Applicant.

‍11.2 Duty to Defend. Upon Wellsphere’s written notice, the Applicant shall promptly undertake the defense of the Wellsphere Parties with conflict-free counsel reasonably acceptable to Wellsphere and shall advance defense costs as incurred. Wellsphere may, at its option, assume exclusive control over the defense and settlement of any matter; the Applicant’s indemnity and cost-advancement obligations shall continue in full force. The Applicant shall not settle any matter without Wellsphere’s prior written consent, which may be withheld where the settlement (i) fails to provide a full and unconditional release of all Wellsphere Parties, (ii) admits fault or imposes non-monetary obligations on any Wellsphere Party, or (iii) affects the Platform, Wellsphere’s operations, or rights. Wellsphere will not settle any matter requiring payment by the Applicant without the Applicant’s consent, not to be unreasonably withheld or delayed.
‍11.3 Notice. Wellsphere will provide the Applicant with prompt written notice of any claim (delay shall not relieve the Applicant of obligations except to the extent the Applicant is materially prejudiced) and reasonable cooperation at the Applicant’s expense, including access to relevant records and personnel. The Applicant shall reimburse reasonable out-of-pocket costs of such cooperation.

‍12. DISCLAIMERS OF WARRANTIES. 
‍12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, INCLUDING ALL PROFILES, OPPORTUNITIES, CONTENT, FEATURES, COMMUNICATION TOOLS, MATCHING, SEARCH RESULTS, OR RECOMMENDATIONS, IS PROVIDED “AS IS” AND “AS AVAILABLE.” WELLSPHERE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, QUIET ENJOYMENT, OR THAT ANY CONTENT OR DATA WILL BE ERROR-FREE, VIRUS-FREE, OR SECURE.12.2. WITHOUT LIMITING THE FOREGOING, WELLSPHERE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY OPPORTUNITY, APPLICANT’S PROFILE, MESSAGE, OR OTHER USER-SUPPLIED CONTENT IS COMPLETE, RELIABLE, CURRENT, OR LAWFUL; THAT ANY MATCHES, RECOMMENDATIONS, OR SEARCH RESULTS WILL MEET THE APPLICANT’S EXPECTATIONS OR RESULT IN ANY RESPONSE, INTERVIEW, OR ENGAGEMENT; THAT ANY MINIMUM LEVEL OF VISIBILITY OR OUTCOME WILL BE ACHIEVED; THAT CONTENT OR COMMUNICATIONS WILL BE STORED, RETAINED, OR DELIVERED WITHIN ANY SPECIFIC PERIOD; OR THAT THE PLATFORM WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.12.3 WELLSPHERE DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL RISK AS TO THE QUALITY, SAFETY, SECURITY, AND PERFORMANCE OF THE PLATFORM, AND ANY RELIANCE ON APPLICANT-SUPPLIED OR THIRD-PARTY CONTENT, REMAINS WITH THE APPLICANT. SERVICE INTERRUPTIONS, OUTAGES, DELAYS, DATA LOSS, OR SECURITY INCIDENTS MAY OCCUR DESPITE REASONABLE SAFEGUARDS AND ARE NOT WARRANTED. THIRD-PARTY NETWORKS AND SERVICES, INCLUDING PAYMENT PROCESSORS, HOSTING PROVIDERS, AND COMMUNICATIONS SYSTEMS, ARE THE SOLE RESPONSIBILITY OF THEIR PROVIDERS, AND WELLSPHERE MAKES NO WARRANTIES WITH RESPECT TO THEM.12.4 NOTHING IN THESE TERMS EXCLUDES, LIMITS, OR MODIFIES ANY NON-WAIVABLE STATUTORY RIGHTS OR REMEDIES AVAILABLE TO CONSUMERS UNDER THE LAW OF THE COUNTRY IN WHICH THE APPLICANT RESIDES, INCLUDING MANDATORY RIGHTS UNDER EU AND UK CONSUMER LAW.13. LIMITATION OF LIABILITY 13.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL WELLSPHERE ENTERPRISES LLC OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS (COLLECTIVELY, THE “WELLSPHERE PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CUSTOMERS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.13.2. THE AGGREGATE LIABILITY OF THE WELLSPHERE PARTIES FOR ALL CLAIMS, DAMAGES, OBLIGATIONS, OR LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY RELATED MATTER SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY APPLICANT TO WELLSPHERE FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS (USD $500).13.3. NOTHING IN THIS CLAUSE 13 SHALL LIMIT OR EXCLUDE LIABILITY TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY NON-WAIVABLE LAW. FOR THE AVOIDANCE OF DOUBT, THIS CLAUSE 13  DOES NOT LIMIT LIABILITY FOR WILLFUL MISCONDUCT (AND, IF REQUIRED BY NON-WAIVABLE DELAWARE LAW, GROSS NEGLIGENCE).

‍14. Governing law and Venue
14.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to them, the Services, or any related transaction shall be governed by and construed under the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
‍14.2 Limitations Period. To the fullest extent permitted by law, any claim, demand, or cause of action arising out of or relating to these Terms must be filed within one (1) year after it accrued, or else be permanently barred.
‍14.3 Dispute Resolution. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS CONSUMER ARBITRATION RULES THEN IN EFFECT. THE ARBITRATION SHALL BE SEATED IN WILMINGTON, DELAWARE, CONDUCTED IN ENGLISH, AND KEPT CONFIDENTIAL. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES, INCLUDING ANY QUESTIONS REGARDING ARBITRABILITY OR ENFORCEABILITY. EITHER PARTY MAY BRING QUALIFYING CLAIMS IN SMALL-CLAIMS COURT. NOTHING HEREIN PREVENTS A PARTY FROM SEEKING PUBLIC INJUNCTIVE RELIEF IN COURT WHERE SUCH RELIEF CANNOT BE AWARDED IN ARBITRATION AS A MATTER OF LAW. WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS, AN APPLICANT MAY OPT OUT OF ARBITRATION BY SENDING AN EMAIL TO HELLO@JOINWELLSPHERE.COM. IF YOU RESIDE IN THE EU OR UK, MANDATORY ARBITRATION AND CLASS-ACTION WAIVERS DO NOT APPLY TO YOU WHERE PROHIBITED BY LAW; YOU MAY BRING DISPUTES IN THE COURTS OF YOUR PLACE OF RESIDENCE.
‍14.4 Class Action Waiver. To the fullest extent permitted by law, disputes must be resolved only in an individual capacity, and not as a plaintiff or class member in any putative class, collective, or representative proceeding.

‍15. ReleaseTO THE MAXIMUM EXTENT PERMITTED BY LAW, APPLICANT RELEASES AND DISCHARGES WELLSPHERE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO: (I) THE ACCURACY, LEGALITY, OR AVAILABILITY OF ANY OPPORTUNITY OR EMPLOYER CONTENT; (II) INTERVIEWS, TRIALS, OFFERS, ENGAGEMENTS, OR TERMINATIONS; AND (III) OFF-PLATFORM COMMUNICATIONS OR MEETINGS. THIS §16 DOES NOT LIMIT ANY NON-WAIVABLE CONSUMER RIGHTS OR CLAIMS FINALLY DETERMINED TO RESULT FROM WELLSPHERE’S WILLFUL MISCONDUCT (AND, WHERE REQUIRED BY LAW, GROSS NEGLIGENCE). THIS CLAUSE 15 DOES NOT LIMIT ANY NON-WAIVABLE CONSUMER RIGHTS, OR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR CLAIMS FINALLY DETERMINED TO RESULT FROM WELLSPHERE’S WILLFUL MISCONDUCT (AND, WHERE REQUIRED BY LAW, GROSS NEGLIGENCE).

‍16. Miscellaneous
16.1 Third-Party Services. The Services may rely on or integrate with third-party providers (including without limitation payment processors, analytics providers, scheduling/calendar tools, and communications tools). Such third-party services are provided under their own terms and conditions, and Wellsphere is not responsible or liable for their acts, omissions, failures, or content. Any links to third-party websites or services are provided for convenience only and are used at Applicant’s sole risk.
‍16.2 Assignment. Applicant may not assign, delegate, or transfer these Terms, whether by operation of law or otherwise, without Wellsphere’s prior written consent. Wellsphere may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties, their permitted successors, and assigns.
‍16.3 Notices. Notices under these Terms shall be effective if provided electronically via in-app notification or email to the addresses provided by the parties. Legal notices to Wellsphere must be sent to the contact information listed in Section 1 (Introduction & Acceptance), or to any updated notice address provided by Wellsphere. Each party may update its notice address by written notice.
‍16.4 Entire Agreement. These Terms, together with any applicable product-specific terms and incorporated policies, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, and representations. Headings are for convenience only and have no substantive effect.
‍16.5 Severability; Waiver. If any provision of these Terms is found unenforceable, the remainder will remain in full force and effect. Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other.
16.6 Force Majeure. Neither party will be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or telecommunications outages, government actions, or similar events.
‍16.7 Survival. The following provisions survive termination of these Terms - Sections 3–4, 6–13, 14.2–14.4, and 16.1–16.8.
‍16.8 Relationship of the Parties. The relationship between Wellsphere and Applicant is that of independent contracting parties. Nothing in these Terms or in the use of the Services creates or will be deemed to create any partnership, joint venture, franchise, fiduciary, agency, employment, or other relationship between Wellsphere and Applicant.
‍16.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms, except that Wellsphere’s affiliates and indemnitees are express third-party beneficiaries of the limitations of liability, disclaimers, and indemnification provisions.
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