1. Introduction & Acceptance
1.1 Company Identity. These Wellsphere Hiring Client 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 1st St, Apt 28D, 11249 Brooklyn, New York, United States ("Wellsphere," "we," "us," or "our"). Contact: 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 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 participate in or influence hiring decisions; conduct background checks; verify credentials, licenses, right-to-work status, or insurance; manage payroll, tax, or benefits; or assume responsibility for wages, working conditions, or compliance obligations.
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 the Service ("Authorized Users"). 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; and are acting in the course of business, trade, or profession and not as a consumer.
1.4 Amendments. Wellsphere may amend these Terms from time to time. Material changes will be communicated through email, in-Platform notification, or other reasonable means. Updated Terms become effective upon posting. Continued use after the effective date constitutes binding acceptance.
1.5 Modifications and Maintenance. Wellsphere reserves the right to modify, suspend, or discontinue any aspect of the Platform or Service at any time. Routine and emergency maintenance may occur without advance notice. Wellsphere shall not be liable for any modifications, suspensions, or interruptions.
1.6 Arbitration Disclaimer. By agreeing to these Terms, Employer acknowledges and agrees that: (a) all disputes will be resolved through final and binding arbitration; (b) Employer waives any right to a trial in court or jury trial; (c) Employer waives any right to participate in a class action or representative proceeding; and (d) arbitration is the exclusive forum for all disputes, unless otherwise required by non-waivable law.
2. Definitions
2.1 "Applicant" means a wellness professional who has published their profile on the Platform.
2.2 "Remuneration" means any compensation, cash or in-kind, offered in connection with an Opportunity.
2.3 "Opportunity" means a genuine role offered by an Employer to a wellness professional, including paid employment or contractor roles, and lawful work-trade or in-kind arrangements.
2.4 "Platform" means Wellsphere's proprietary online platform and related functionality.
3. Scope of Services
3.1 Limited Role. Wellsphere's role is strictly limited to providing access to the Platform. Wellsphere does not participate in, control, or assume responsibility for any hiring, contracting, onboarding, supervision, compensation, discipline, termination, or other dealings between Employers and Applicants.
3.2 No Verification. Wellsphere has no obligation to verify the identity, qualifications, experience, licenses, credentials, right-to-work status, insurance coverage, or background of any user. Employers are solely responsible for their own due diligence. Any reliance on user-supplied information is entirely at Employer's own risk.
3.3 Supplied Content. All profiles, communications, and other content on the Platform are supplied by Employers and Applicants. Wellsphere does not author, endorse, or warrant such content. All content is provided "as is."
3.4 No Professional Advice. Wellsphere does not render legal, HR, employment, labor, immigration, tax, payroll, compliance, financial, or other professional advice. Employer is solely responsible for obtaining independent professional advice from its own advisors.
3.5 Members-Only Access. Applicant profiles, CVs, and related details are accessible only to registered, signed-in Employers. Employers may not scrape, index, republish, or redistribute Applicant information outside the Platform.
4. Eligibility & Compliance
4.1 Regulatory Compliance. Employer bears sole responsibility for compliance with all applicable laws in every jurisdiction in which it posts Opportunities, recruits, interviews, or engages Applicants, including: labor, wage-hour, and benefits laws; anti-discrimination and pay transparency; immigration and right-to-work verification; privacy and data protection (including GDPR, UK GDPR, and U.S. state privacy laws); and industry-specific codes applicable to wellness services. Employer shall not use the Platform in any manner that would cause Wellsphere to be deemed an "employer," "joint employer," "employment agency," or similar regulated entity.
4.2 Restricted Uses. Employer represents and warrants on a continuing basis that neither it, nor any Authorized Users, agents, affiliates, or Opportunities posted, are: located in any sanctioned country or territory; identified on any restricted-parties list maintained by OFAC, the EU, or HM Treasury; or engaging in activities that would expose Wellsphere to sanctions, export-control, or anti-boycott liability.
4.3 Anti-Bribery and Anti-Corruption. Employer shall comply with all applicable anti-bribery, anti-corruption, and anti-kickback laws, including the U.S. FCPA and the UK Bribery Act 2010. Employer shall not, directly or indirectly, offer, promise, authorize, solicit, or accept any bribe, kickback, or facilitation payment in connection with the Platform. Wellsphere may immediately suspend or terminate access, without refund, if it reasonably suspects a breach.
5. Accounts
5.1 Employer Account. Each Employer may maintain a single account with seat-based access for Authorized Users. Shared or pooled credentials are prohibited. Employer is solely responsible for safeguarding all credentials, ensuring only Authorized Users access the account, and all activity conducted through it.
5.2 Wellsphere Rights. Wellsphere reserves the right to monitor or suspend access to preserve system integrity, maintain security, prevent misuse, protect users, or comply with law.
5.3 Security Incidents. If Employer becomes aware of any unauthorized access, disclosure, or security incident involving data obtained from the Platform, Employer shall notify Wellsphere without undue delay (and within 72 hours where Applicant personal data is implicated) and provide sufficient details for investigation.
5.4 Prohibited Conduct. Employer shall not: scrape, harvest, or bulk-extract data; deploy bots, crawlers, or automated tools; probe or test Platform vulnerabilities; reverse engineer the Platform; upload malware; misclassify Opportunities; require Applicants to pay fees as a condition of consideration; post fictitious or misleading Opportunities; or solicit services that are unsafe, unlawful, or inconsistent with a professional wellness environment.
6. Subscription
6.1 Plans. Access to the Service may be offered through subscriptions, credits, or other paid plans (each a "Plan"). Plan inclusions are described at purchase and may be updated by Wellsphere. Certain features may be offered without charge; others may require a paid Plan.
6.2 Auto-Renewal. Unless cancelled per Section 6.3, each Plan will automatically renew at Wellsphere's then-current rates. Employer's payment method will be charged upon renewal.
6.3 Cancellation. Employer may cancel through account settings or by contacting hello@joinwellsphere.com. Cancellation is effective at the end of the current paid term. Employer remains responsible for all fees through that date.
6.4 No Refunds; Chargebacks. Except as required by non-waivable law, all fees are non-refundable once incurred. Partial periods are not prorated. If Employer initiates a chargeback, Wellsphere may suspend access and assess a reasonable administrative fee.
6.5 Taxes. Employer is responsible for all applicable taxes, levies, and duties. Where Wellsphere has a legal obligation to collect taxes, they will be charged in addition to Plan fees.
6.6 Changes. Wellsphere may amend or discontinue any Plan at its discretion. Changes take effect at the next billing cycle. Employer will be notified of material changes in advance.
7. Job Postings & Content Standards
7.1 Accuracy and Lawfulness. Employer represents and warrants that all Opportunities, descriptions, communications, and Employer-supplied content ("Employer Content") shall be truthful, complete, current, lawful, and not misleading. Employer Content must comply with anti-discrimination, equal opportunity, and pay-transparency laws including U.S. federal, state, and local laws; the UK Equality Act 2010; and EU directives. Employer may not state, imply, or apply preferences based on protected characteristics except where a bona fide occupational qualification applies.
7.2 Transparency. Where required by law, postings must disclose salary or pay ranges. The following practices are prohibited: "tips-only" or "commission-only" roles unless lawful and fully disclosed; requiring Applicants to pay fees or make purchases; misclassifying employees as independent contractors; posting unlawful, unsafe, or fraudulent Opportunities; discriminatory or deceptive criteria; false compensation descriptions; adult or violent material; and solicitations for unrelated goods or services.
7.3 Relevance. Listings must be bona fide wellness-sector Opportunities. Promotional content that is not a clear Opportunity is prohibited. If an Opportunity offers in-kind benefits, Employer must clearly disclose the nature and estimated fair value of each benefit, expected hours, duties, and any out-of-pocket costs, and confirm the arrangement is lawful where services are performed. Wellsphere may refuse, require edits, de-rank, or remove Opportunities that appear to circumvent wage-and-hour laws.
8. Intellectual Property
8.1 Employer Content License. By submitting Employer Content, Employer grants Wellsphere a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, transmit, display, and adapt such content during the posting period and for a reasonable archival period. Employer retains all ownership rights and warrants it has all necessary rights to grant this license.
8.2 Wellsphere IP. All rights, title, and interest in the Platform and Service are the exclusive property of Wellsphere and its licensors. Employer receives only a limited, non-exclusive, revocable license to access the Platform per these Terms.
8.3 Trademarks. Employer grants Wellsphere a limited, revocable right to use Employer's name and logo on job postings, customer lists, case studies, and factual references. Employer may revoke this permission by written notice.
8.4 Takedowns. Wellsphere may remove Employer Content that is the subject of an infringement claim or that Wellsphere believes should be removed, without liability to Employer.
9. Data Protection
9.1 Independent Controllers. Wellsphere and each Employer act as independent controllers of the personal data they process. Wellsphere does not act as Employer's processor, service provider, or agent with respect to Applicant data. Employer is solely responsible for its processing activities and must publish its own privacy notice for Applicants.
9.2 Breach Notice. If Employer suffers a personal data breach affecting Applicant data obtained through the Platform, Employer must notify Wellsphere without undue delay, and within 72 hours after becoming aware.
9.3 Deletion. Upon completion of the hiring process, or upon Wellsphere's request, Employer must promptly delete all Applicant data obtained through the Platform unless legally required to retain it. Employer will certify deletion upon reasonable request.
9.4 Prohibited Uses. Employer shall not use Applicant data for marketing, solicitation, or resale; automated decision-making without appropriate disclosures; or any purpose incompatible with the disclosures made to Applicants at collection. Wellsphere reserves the right to suspend or terminate accounts for data misuse.
10. Suspension & Termination
10.1 By Wellsphere. Wellsphere may suspend or terminate Employer's account if: Employer violates these Terms or law; continued access creates legal, regulatory, or reputational risk; Employer fails to pay fees when due; or Employer's use threatens security, integrity, or rights of Wellsphere, users, or third parties.
10.2 By Employer. Employer may terminate its account at any time by removing it from the Platform. Cancelling a Plan does not itself remove the account or terminate these Terms.
10.3 Archival. Wellsphere may retain minimal archival or backup copies of Employer content solely for legal compliance, dispute resolution, or defense of claims, subject to the Privacy Policy.
11. Indemnification
11.1 Indemnity. Employer shall defend, indemnify, and hold harmless the Wellsphere Parties from all third-party or governmental claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from: Employer Content; hiring decisions, offers, or terminations; worker misclassification; discrimination, harassment, or retaliation claims; intellectual-property infringement; privacy and data protection violations; and breach of these Terms by Employer or its Authorized Users.
11.2 Duty to Defend. Upon written notice, Employer shall immediately undertake the defense with conflict-free counsel acceptable to Wellsphere and advance defense costs. Wellsphere may assume exclusive control of any defense. Employer shall not settle without Wellsphere's prior written consent.
11.3 Notice. Wellsphere will provide prompt written notice of claims and reasonable cooperation at Employer's expense.
12. Disclaimers of Warranties
12.1 To the fullest extent permitted by law, the Platform and all content, features, integrations, communications, and results are provided "as is" and "as available." Wellsphere makes no warranties of any kind, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or availability.
12.2 Wellsphere does not warrant that: the Platform will be uninterrupted, timely, secure, or error-free; that any Applicant, Opportunity, or content is complete, reliable, current, or lawful; that matches or recommendations will meet Employer's requirements or produce any particular hiring outcome; that any minimum volume of applicants will be received; or that the Platform will be free from viruses or harmful components.
12.3 Wellsphere disclaims all warranties arising from course of dealing, usage, or trade practice. All risk as to quality and performance remains with Employer. Third-party services and networks are the sole responsibility of their respective providers.
13. Limitation of Liability
13.1 To the maximum extent permitted by law, in no event shall 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.
13.2 The aggregate liability of the Wellsphere Parties for all claims shall not exceed the greater of: (a) the total fees paid by Employer in the twelve (12) months preceding the claim; or (b) five hundred U.S. dollars (USD $500).
13.3 Nothing in this section limits liability where prohibited by non-waivable law, including liability for willful misconduct and, where required by law, gross negligence.
14. Governing Law & Venue
14.1 Governing Law. These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods shall not apply.
14.2 Limitations Period. Any claim must be filed within one (1) year after it accrued, or be permanently barred.
14.3 Dispute Resolution. All disputes shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, seated in Wilmington, Delaware, conducted in English. The arbitrator shall have exclusive authority over all disputes including arbitrability. Each party bears its own attorneys' fees unless the arbitrator determines a claim was frivolous 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, not as a plaintiff or class member in any class, collective, or representative proceeding.
15. Miscellaneous
15.1 Third-Party Services. The Services may rely on third-party providers. Such services are provided under their own terms; Wellsphere is not responsible for their acts, omissions, or content.
15.2 Assignment. Employer may not assign these Terms without Wellsphere's prior written consent. Wellsphere may freely assign or transfer these Terms.
15.3 Notices. Notices shall be effective if provided electronically. Legal notices to Wellsphere must be sent to the contact information in Section 1.
15.4 Entire Agreement. These Terms, together with applicable product-specific terms and incorporated policies, constitute the entire agreement between the parties.
15.5 Severability; Waiver. If any provision is found unenforceable, the remainder remains in full force. Failure to enforce any provision does not constitute a waiver.
15.6 Force Majeure. Neither party will be liable for failure or delay caused by events beyond its reasonable control.
15.7 Survival. Sections 3-4, 6-13, 14.2-14.4, and 15.1-15.8 survive termination.
15.8 Relationship of the Parties. The relationship between Wellsphere and Employer is that of independent parties. Nothing in these Terms creates any partnership, joint venture, franchise, fiduciary, agency, employment, or other relationship between Wellsphere and Employer, or between Wellsphere and any Applicant or Authorized User.
