Client Terms of Service

Last Updated: 27.08.2025

1. Introduction & Acceptance
1.1 Company Identity. These 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 Wellsphere Enterprises LLC
1s 1st st, Apt 28D, 11249 Brooklyn, New York (“Wellsphere,” “we,” “us,” or “our”). Wellsphere may be contacted by email at hello@joinwellsphere.com.
‍1.2 B2B Context. Wellsphere provides a digital platform that enables wellness professionals to discover job opportunities and enables business entities to post roles and connect with such professionals (the “Service”). The Service is offered exclusively in a business-to-business capacity to Employers (as defined below) for their professional and commercial use. Wellsphere is not an employer, recruiter, placement agency, employment agency, staffing firm, or the agent, representative, or joint venturer of any user. Wellsphere does not and will not:participate in or influence hiring or engagement decisions;conduct background checks;verify professional credentials, licenses, right-to-work status, or insurance;manage payroll, tax, or benefits; orassume any responsibility for wages, working conditions, or compliance obligations of any Employer.
‍1.3 Binding Agreement.  These Terms form a binding agreement between Wellsphere and the business entity that creates an Employer account (“Employer”), together with any of Employer’s employees, contractors, or representatives who are duly authorized to access or use the Service on Employer’s behalf (“Authorized Users”). Employer accepts and agrees to these Terms by clicking to accept them during account creation, or by otherwise expressly indicating assent. Wellsphere is entitled to rely on the individual’s representation of authority, and such acceptance shall be binding on Employer regardless of any internal limitations on such authority not disclosed to Wellsphere. If Employer does not agree to these Terms, neither Employer nor its Authorized Users may access or use the Service. By accepting these Terms, the individual executing acceptance represents and warrants that they:are at least eighteen (18) years of age;have full legal authority to bind the Employer to these Terms; andare acting in the course of business, trade, or profession and not as a consumer.
‍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 communicated through email, in-Platform notification, or other reasonable means. Unless expressly stated otherwise, updated Terms become effective upon posting to the Platform. Employer’s continued use of the Service after the effective date of any updated Terms shall constitute binding acceptance thereof.
‍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 Employer or any third party for any such modifications, suspensions, or interruptions.
‍1.6. ARBITRATION DISCLAIMER. BY AGREEING TO THESE TERMS, EMPLOYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (A) ALL DISPUTES WILL BE RESOLVED SOLELY THROUGH FINAL AND BINDING ARBITRATION; (B) EMPLOYER WAIVES ANY RIGHT TO A TRIAL IN COURT OR TO A JURY TRIAL; (C) EMPLOYER 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.

‍3. Scope of Services
3.1 Limited Role. Wellsphere’s role is strictly limited to providing access to the proprietary online platform and related functionality (the “Platform”) required for the purpose of accessing and using Services. 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 Employers and Applicants. 
‍3.2 No Verification. Wellsphere does not have any obligation to verify, investigate, or guarantee the identity, qualifications, experience, licenses, credentials, right-to-work status, insurance coverage, compliance history, suitability, or background of any user or the truth, accuracy, completeness, legality, or reliability of any information or materials provided by any user via the Platform. Employers 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. Any reliance by Employer on user-supplied information is entirely at Employer’s own risk.
‍3.3 Supplied Content. All profiles, communications, documentation, media, and other content available on the Platform are supplied exclusively by applicants. Wellsphere does not author, originate, endorse, warrant, or assume responsibility for such content. Employer 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 is not a provider of, and does not render, legal, human resources, employment, labor, immigration, tax, payroll, compliance, financial, or other professional advice or services. Employer acknowledges and agrees that it is solely responsible for obtaining independent professional advice from its own advisors and for making all business, legal, compliance, and employment-related decisions. No information, communication, tool, or resource provided by Wellsphere, whether on the Platform or otherwise, shall be construed or relied upon as professional advice or a substitute for the Employer’s own independent judgment.

‍4. Eligibility and Compliance
4.1 Regulatory Compliance. Employer acknowledges and agrees that it bears the sole and exclusive responsibility for ensuring full compliance, at its own cost, with all laws, regulations, codes, and professional obligations applicable in every jurisdiction in which it posts roles, recruits, interviews, engages, or otherwise interacts with Applicants. Such obligations include, without limitation, compliance with laws relating to:labor, wage-hour, overtime, working time, rest breaks, and employee benefits;anti-discrimination, equal opportunity, affirmative action, and pay transparency;immigration, visas, and right-to-work verification;privacy, and data protection (including but not limited to the GDPR, UK GDPR, and U.S. state-level privacy statutes); andany industry-specific codes or accreditation standards applicable to wellness-related services.Employer shall not use the Platform in any manner that would cause Wellsphere to be deemed an “employer,” “joint employer,” “employment agency,” “staffing agency,” “recruiter,” or other regulated entity under any jurisdiction’s laws.
‍3.2 Restricted Uses. Employer represents, warrants, and covenants on a continuing basis that neither it, nor any of its Authorized Users, agents, affiliates, owners, or roles posted, are:located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive embargoes or sanctions imposed by the United States, the European Union, the United Kingdom, or other applicable jurisdiction;identified on, or owned or controlled by any person or entity identified on, any list of restricted or denied parties maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, the U.S. Department of State, Her Majesty’s Treasury (UK), or the EU; orengaging in activities that would expose Wellsphere to liability under applicable export-control, sanctions, or anti-boycott laws.
‍3.3 Anti-Bribery and Anti-Corruption. Employer shall comply, and shall cause its Authorized Users, agents, and representatives to comply, with all applicable anti-bribery, anti-corruption, and anti-kickback laws, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and similar laws in other jurisdictions. Without limitation, Employer shall not, directly or indirectly, offer, promise, authorize, solicit, provide, or accept any bribe, kickback, facilitation payment, or other thing of value for the purpose of improperly influencing, inducing, or rewarding any act, decision, or performance in connection with the use of the Platform or any applicant engagement. Wellsphere may immediately suspend or terminate access, without refund, if it reasonably suspects a breach of this clause 3.3.

‍4. Accounts.
4.1 Employer Account. Each Employer is permitted to maintain a single Employer account. Within that account, Employer may designate seat-based access solely for its own employees or individual contractors acting on its behalf. Shared or pooled login credentials are strictly prohibited. Employer is solely responsible for: safeguarding all credentials and authentication mechanisms;ensuring that only duly Authorized Users access the account; andall activity, transactions, and postings made through the account, whether or not expressly authorized. 
‍5.2 Wellsphere Rights. Wellsphere reserves the right, but assumes no duty, to monitor or suspend access to Services to preserve system integrity, maintain security, prevent misuse, protect other users, or comply with applicable law.
‍5.3 Security Incidents. If Employer suffers or becomes aware of any unauthorized access, disclosure, loss, corruption, or other security incident involving data obtained from the Platform (“Security Incident”), Employer shall notify Wellsphere without undue delay (and in any event within seventy-two (72) hours where personal data of Applicants is implicated) a provide Wellsphere with sufficient details to allow investigation and mitigation.
‍5.4 Prohibited Conduct. Employer shall not, and shall not permit Authorized Users to:scrape, harvest, index, or attempt bulk extraction of Applicant data or Platform content;deploy bots, crawlers, spiders, scripts, or other automated tools to query or interact with the Service;probe, scan, or test the vulnerability of the Platform, or attempt to bypass authentication, security controls, paywalls, or rate limits;decompile, disassemble, reverse engineer, or attempt to derive the source code, structure, or algorithms of the Platform; upload, transmit, or introduce malware, ransomware, logic bombs, or any code intended to disrupt, impair, or degrade system performance; misclassify roles, including by designating as “independent contractor” a role that would lawfully be deemed employment;require Applicants to pay fees, purchase unrelated goods or services, or incur costs as a condition of being considered for a role;post fictitious, duplicative, misleading, or “harvesting” roles for the purpose of collecting Applicant information or building off-platform databases; orsolicit or promote personal services that are unsafe, unlawful, or inconsistent with a professional wellness environment.
‍
‍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.
‍6.2 Auto-Renewal. Unless Employer cancels in accordance with clause 5.3, each Plan will automatically renew for successive billing periods at Wellsphere’s then-current rates and terms. Employer’s payment method shall be automatically charged upon renewal.
‍6.3 Cancellation. Employer 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. Employer remains responsible for all fees through that date. No cancellation or termination relieves Employer of accrued payment obligations. 
‍6.4 No Refunds; Chargebacks. Except to the extent expressly required by non-waivable law, all fees and charges are non-refundable once incurred, regardless of actual usage. Employer 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 no refunds will be provided for the trial period. If Employer initiates a chargeback, Wellsphere may suspend Employer’s account and may assess a reasonable chargeback fee to cover investigation and administrative costs.
‍6.5 Taxes. Employer is solely responsible for all taxes, levies, duties, and similar governmental assessments, arising out of its use of the Service or payment of fees. If Wellsphere has a legal obligation to collect Taxes, such amounts will be charged in addition to the underlying fee under applicable Plan. 
‍6.6 Changes. Wellsphere reserve its right to amend or discontinue any Plan at its own discretion. Any changes to Plans shall take effect beginning with the next subscription term unless an earlier effective date is required by applicable law, or specifically agreed with Employer.

‍7. Job Postings & Content Standards
7.1 Accuracy and Lawfulness. Employer represents, warrants, and covenants that all job postings, role descriptions, communications, and any other Employer-supplied content on the Service (collectively, “Employer Content”) shall be truthful, complete, current, lawful, and not misleading in any material respect.  Employer represents and warrants that Employer Content will comply with applicable anti-discrimination, equal opportunity, and pay-transparency laws and regulations, including:U.S. federal, state, and local laws;the UK Equality Act 2010; andEU directives and member-state laws on equality, labor, and transparency.Employer may not state, imply, or apply preferences or exclusions based on protected characteristics, including sex, gender identity/expression, sexual orientation, pregnancy, race/ethnicity, color, national origin, religion, disability, age, genetic information, marital or parental status except where a bona fide occupational qualification  applies under applicable law.
‍7.2 Transparency. Where required by law, postings must disclose salary or pay ranges, including any non-discretionary bonuses or allowances. The following practices are strictly prohibited:“tips-only” or “commission-only” roles unless lawful and fully disclosed;requiring applicants to pay fees, deposits, or purchases as a condition of consideration;misclassifying employees as independent contractors;posting volunteer, trainee, or unpaid roles unless lawful and clearly identified as such.unlawful, unsafe, fraudulent, deceptive, or scam roles;discriminatory or deceptive criteria;false, misleading, or exaggerated compensation, benefits, or role descriptions;adult, sexually explicit, obscene, or violent material;solicitations for unrelated goods, services, pyramid or multi-level marketing schemes, or any non-genuine employment opportunities.

‍8. Intellectual Property.
8.1 Employer Content License. By submitting Employer Content to the Platform, Employer grants Wellsphere a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, cache, store, transmit, display, adapt Employer Content for technical formatting, and promote such content during the posting period and for a reasonable archival period thereafter. Except for the license expressly granted above, Employer retains all ownership rights in its Employer Content. Employer represents and warrants that it has all necessary rights to grant the license in this clause 7.1. and that its content does not infringe, misappropriate, or violate any intellectual property or other rights of third parties.
‍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 Employer other than a limited, non-exclusive, revocable license to access and use the Platform in accordance with these Terms.
‍8.3 Trademarks. Employer grants Wellsphere a limited, revocable right to use and display Employer’s name and logo:on job postings and related displays on the Platform;in customer lists, case studies, and other factual references to Employer’s use of the Platform, provided such use is in accordance with Employer’s published brand guidelines (if provided).Employer may revoke this permission at any time by written notice to Wellsphere.
‍8.4 Takedowns. If Wellsphere receives a notice or claim that Employers Content infringes or violates third-party rights, or if Wellsphere believes in good faith that removal is required by law or advisable to avoid liability, Wellsphere may remove or disable access to such content without liability or obligation to Employer. 

‍9. Data protection
9.1 Independent Controllers. Each Employer and Wellsphere acts as an independent controller (or equivalent legal role under applicable law) for the personal data it processes. For clarity, Wellsphere does not act as Employer’s processor, service provider, or agent with respect to applicant data. Employer is solely responsible for its independent processing activities and any misuse of applicant data, and Wellsphere bears no liability for Employer’s acts or omissions in this regard. 
‍9.2 Breach Notice. If Employer suffers a personal data breach or security incident affecting applicant data obtained through the Platform, Employer must notify Wellsphere without undue delay, and in any event within seventy-two (72) hours after becoming aware of the incident.
‍9.3 Deletion of Applicant Data. Upon completion of the hiring process, or upon request from Wellsphere, Employer must promptly delete all applicant data obtained through the Platform unless retention is legally required. Upon Wellsphere’s reasonable request, Employer will certify such deletion in writing.
‍
‍10. Suspension and Termination
10.1 Suspension or Termination. Wellsphere may, in its sole discretion and without liability, suspend or terminate Employer’s account if:Employer or any Authorized User violates these Terms or any applicable law;continued access would create legal, regulatory, or reputational risk for Wellsphere;Employer fails to pay fees when due under applicable Plan; orEmployer’s use of the Services threatens the security, integrity, or rights of Wellsphere, other users, or third parties.
‍10.2 Termination by Employer. Employer may terminate its account for convenience at any time by removing its account from the Platform. Cancelling subscription to Plan shall not remove the account of Employer and shall not terminate this Agreement.
‍10.3 Retention of Archival Copies. Wellsphere may retain minimal archival or backup copies of Employer content and account information solely as necessary for legal compliance, dispute resolution, or defense of claims, subject to Wellsphere’s Privacy Policy.

‍11. Indemnification
11.1 Indemnity.  Employer 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 third-party or governmental claims, demands, actions, investigations, audits, assessments, damages, fines, penalties, liabilities, settlements, costs, and expenses (including reasonable attorneys’ and experts’ fees) (together, “Losses”) arising out of or relating to:Employer’s Content;hiring decisions, offers, engagements, performance management, or terminations;misclassification of workers;discrimination, harassment, retaliation, or other employment-related claims;third party intellectual-property infringement or misappropriation;Privacy and data protection violations; andbreach of these Terms by Employer or its Authorized Users.
‍11.2 Duty to Defend. Upon Wellsphere’s written notice, Employer shall immediately 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 of the defense and settlement of any matter; Employer’s indemnity and cost-advancement obligations continue in full. Employer shall not settle any matter without Wellsphere’s prior written consent, which may be withheld if 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 or Wellsphere’s rights or operations. Wellsphere will not settle any matter requiring payment by Employer without Employer’s consent, not to be unreasonably withheld or delayed.
‍11.3 Notice. Wellsphere will provide Employer prompt written notice of any claim (delay will not relieve Employer except to the extent Employer is materially prejudiced), and reasonable cooperation at Employer’s expense, including access to pertinent records and personnel. Employer shall reimburse reasonable out-of-pocket costs of such cooperation.
‍
‍12. DISCLAIMERS OF WARRANTIES. 
‍12.1. TO THE FULLEST EXTEND PERMITTED BY LAW, THE PLATFORM AND ALL CONTENT, FEATURES, INTEGRATIONS, COMMUNICATIONS, AND RESULTS OR MATCHES MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WELLSPHERE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, QUIET ENJOYMENT, OR THAT CONTENT OR DATA WILL BE ERROR-FREE OR SECURE.12.2. WITHOUT LIMITING THE FOREGOING, WELLSHERE DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY CANDIDATE, ROLE, MESSAGE, PROFILE, OR OTHER USER CONTENT IS COMPLETE, RELIABLE, CURRENT, OR LAWFUL; (C) ANY MATCHES, SEARCH RESULTS, OR RECOMMENDATIONS WILL MEET EMPLOYER’S REQUIREMENTS OR PRODUCE ANY PARTICULAR HIRING OUTCOME; (D) EMPLOYER WILL RECEIVE ANY MINIMUM VOLUME OF CANDIDATES OR APPLICATIONS, ANY PARTICULAR FIT OR CONVERSION, OR ANY RESULT WITHIN A GIVEN TIMELINE; (E) CONTENT OR COMMUNICATIONS WILL BE STORED, RETAINED, OR DELIVERED BY ANY PARTICULAR DATE OR FOR ANY PARTICULAR DURATION; OR (F) THE PLATFORM WILL BE FREE OF VIRUSES OR HARMFUL COMPONENTS.12.3 WELLSHERE DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM, AND ANY RELIANCE ON USER-SUPPLIED OR THIRD-PARTY CONTENT, REMAINS WITH EMPLOYER. DELAYS, OUTAGES, DATA LOSS, OR SECURITY INCIDENTS MAY OCCUR DESPITE REASONABLE SAFEGUARDS AND ARE NOT WARRANTED. THIRD-PARTY SERVICES AND NETWORKS (INCLUDING PAYMENT, ANALYTICS, COMMUNICATIONS, AND HOSTING PROVIDERS) ARE THE SOLE RESPONSIBILITY OF THEIR RESPECTIVE PROVIDERS, AND WELLSHERE MAKES NO WARRANTIES WITH RESPECT TO THEM.
‍
‍13. LIMITATION OF LIABILITY 
‍13.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL WELLSHERE ENTERPRISES LLC OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS (COLLECTIVELY, THE “WELLSHERE 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 WELLSHERE 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 EMPLOYER TO WELLSHERE 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, the Service, or any dealings between Wellsphere and Employer shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be seated in Wilmington, Delaware, conducted in the English language, and shall be confidential in all respects. The arbitrator shall have exclusive authority to resolve all disputes, including any questions regarding the existence, validity, scope, or enforceability of this arbitration clause or these Terms, and any decision or award rendered by the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs in connection with the arbitration, provided that the arbitrator may award costs, fees, and expenses (including AAA administrative fees) to the prevailing party if the arbitrator determines that any claim, defense, or proceeding was frivolous, vexatious, or brought in bad faith. 
‍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. Miscellaneous
15.1 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 Employer’s sole risk.
‍15.2 Assignment. Employer 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.
‍15.3 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.
‍15.4 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.
‍15.5 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.
‍15.6 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.
‍15.7 Survival. The following provisions survive termination of these Terms - Sections 3–4, 6–13, 14.2–14.4, and 15.1–15.8.
‍15.8 Relationship of the Parties. The relationship between Wellsphere and Employer 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 Employer, or between Wellsphere and any Applicant or Authorized User.
‍