Terms of Use Agreement

Terms of Use Agreement

1.These Service Terms (“Terms and Conditions”, “Terms”, “Terms of Use”, or “Agreement”) constitute a binding, contractual agreement between you, whether personally or on behalf an entity (“you”) and Wholely, Inc and its subsidiaries (“Wholely,” “Company”, “we”, “our”, or “us”) regarding your access to and use of the Wholely’s website, software application, products, services, as well as any other media form, media channel, mobile website, mobile application related, linked, or otherwise connected hereto (collectively, the “Site” or “Services”).

It is important that you carefully read and understand these Terms. By using the Site, you agree to accept and be bound by these Terms. If you do not agree to all of these Terms of Use, you are expressively prohibited from using the site and should discontinue use immediately. 

These terms provide important information, including our limitation of liability, your waiver of any right to participate in a class action, and your agreement to resolve any disputes between you and Wholely by binding individual arbitration. By using the Services, you agree to be bound by these Terms.

2. Additional Terms

When using particular Services, you are subject to any guidelines, rules and/or additional terms and conditions applicable to those Services, as may be posted on the Services from time to time. All such guidelines, rules and/or additional terms and conditions are hereby incorporated and effective by reference into these Terms of Service immediately. 

3.Changes to Terms or the Services

We reserve the right to change or add to the terms of this Agreement at any time or for any reason, in our sole discretion, by posting the amended Terms on the Company’s Site.  Any of the Site or Services after our publication of any such changes shall constitute your acceptance of the Terms as modified.  We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change.  It is your responsibility to periodically review these Terms of Use to stay informed of updates.  You will be subject to and be deemed to have been made aware of and have acted, the changes in any revised the Terms by your continued use of the Site after the date such revised Terms of Use are posted.

A) Use of Our Site and Services

  1. Emergencies

Wholely does not guarantee response times for any communications between you and the Company while using the Services. The Site and our Services are not designed or intended for use in emergency situations. Emergency and urgent questions and situations should be directed immediately by telephone or in-person to qualified professionals (ex, in the United States, call 911, call 988, and/or visit an urgent care center).  The Company is under no obligation to monitor or respond to communications made to this Site.

  1. Age Limitations

Wholely does not guarantee response times for any communications between you and the Company while using the Services. The Site and our Services are not designed or intended for use in emergency situations. Emergency and urgent questions and situations should be directed immediately by telephone or in-person to qualified professionals (ex, in the United States, call 911, call 988, and/or visit an urgent care center).  The Company is under no obligation to monitor or respond to communications made to this Site.

  1. Information on this Site is Not Medical or Professional Advice

Wholely IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR MENTAL HEALTH CARE, DOES NOT PROVIDE MEDICAL SERVICES OR MENTAL HEALTH TREATMENT, AND IS NOT A HEALTH CARE PROVIDER. WE ONLY ACT AS A TECHNOLOGY PLATFORM TO CONNECT YOU WITH INFORMATION AND CLINICIANS WHO MAY BE INTERESTED IN PROVIDING YOU WITH MEDICAL OR MENTAL HEALTH SERVICES. THE INFORMATION PROVIDED ON THIS SITE IS NOT INTENDED TO SERVE AS MEDICAL OR OTHER PROFESSIONAL ADVICE. Wholely does not provide any medical advice, diagnosis, or treatment suggestions. Any health information services, suggestions, or other content, including data, information, text, graphics, links, and other materials, on the Services are for general informational and education purposes only. You assume full responsibility for the use of any information obtained through the Site and agree that we are not responsible or liable for any claim, loss, or damage arising from using that information. If you rely on any information provided by us or on the Services, you do so at your own risk. 

  1. Use of Our Services

Registration and Your Account

You will need to create a user account to access our Services a member user (“Member”). You agree that the information that you provide us during registration is accurate, complete, and current and that you will update your information with us to keep it accurate, complete, and current. You are solely responsible for your account and all activity associated with your account, including maintaining the confidentiality of your password. You must be at least 18 years old to use the Services. 

Your Privacy

You acknowledge and agree that any personal information that you provide or that we collect in connection with the Site or Services will be treated in the manner described in our Privacy Policy and is incorporated into these Terms.   

Subscription Contract for Group and Individual Members

Wholely offers monthly subscriptions to our Individual and Group Class Member (each “Member”, “Client”, collectively “Members”, “Clients”) users for access to our Services that automatically renew at the end the subscription term (each “Subscription,” collectively “Subscriptions”). By purchasing a Subscription, you agree and acknowledge that your Subscription has an initial and recurring payment charge at the then-current Subscription rate and you accept responsibility for all recurring charges prior to cancellation, including where applicable any charges processed by Wholely after the expiration date of your payment card.

With respect to Subscriptions, you agree that Wholely may submit monthly charges to your chosen payment method without further authorization from you, until you provide 60-day prior notice that you wish to terminate this authorization or to change your payment method. 

To cancel your Subscription with at least 60-day prior notice, you may send us a message at support@livewholely.com and we will do it for you. If you cancel, you may use your Subscription until the end of your then-current Subscription term. If we do not receive notice of your cancellation within 60-day of your next scheduled subscription date, we reserve the right to charge your chosen payment method for that month. 

Billing and Payments 

For our Members, your Subscription will be billed periodically as described under “Subscriptions” above.

For all our users, if you purchase any classes, products or services (“Products”) through our Services, including Subscriptions, you agree to pay all applicable fees and taxes. All our Products are non-transferable, unless we specifically communicate otherwise at the time of purchase. 

By providing your payment information to our third party payment processor, Stripe, you represent and warrant that you are legally authorized to provide such information and that you are legally authorized to initiate payments using such information. 

Refunds

Payments for Products are not refundable under any circumstances, including but not limited to the termination of a Subscription for whatever reason, unless we specifically communicate otherwise at the time of purchase. We do not provide refunds for classes in any circumstance, including for unused classes.

‍Your Use of the Services

No Wholely materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except as expressly permitted in these Terms. You are prohibited from any use of data mining, robots, or any other data gathering and extraction tools in your use of the Services.

The rights granted to you constitute a limited license and not a transfer of title. All right, title, and interest in and to the Services are, and will remain, the exclusive property of Wholely and its affiliates. The Services are protected by copyright, trademark, other laws of the United States, and possibly by jurisdictions outside of the United States. Nothing in these Terms gives you a right to use Wholely's intellectual property, including but not limited to Wholely's name or any of Wholely's trademarks, logos, domain names, other distinctive brand features, or copyrights. 

Subject to these Terms, Wholely grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Wholely, in the manner permitted by these Terms. 

Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any losses or damages of any kind incurred as a result of the use of any content.

Your Conduct

You agree to use the Services only for lawful purposes and in a manner that does not infringe the rights of, or restrict the use and enjoyment of the Services by us, other users of the Services and/or any third party.  Such restriction includes conduct which is unlawful, or which may, in Wholely's sole opinion, result in any disruption within the Services.

In order to preserve the Wholely community and enable us to continue to offer the Services, you agree not to:

  • Create and use a false identity or name, or otherwise misrepresent your identity, when interacting with other users of the Services;

  • Use or attempt to use another user’s account; and

  • Take photos or screenshots of other users while using the Services.

You may not do any of the following while accessing or using the Services:  (i) access, tamper with, or use non-public areas of the Services, Wholely’s computer systems, or the technical delivery systems of Wholely’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Wholely; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.

Copyright Policy/Intellectual Property Policy

We respect the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged intellectual property infringement, including but not limited to copyright infringement, that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please submit a claim by please submit a claim by e-mailing us at support@livewholely.com.

Links

The Services may contain links to third party websites, services, or other content that are not owned or controlled by Wholely. We do not endorse or assume any responsibility for such third party sites, information, products, or services. If you access any third party website, service or content from Wholely, you do so at your own risk and agree that we will have no liability arising from your use of or access to any third party website, service or content.  

Security

We care about the security of our users. While we work to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.  

Term and Termination

These Terms are effective from the date that you first access the Services or submit any information to Wholely, whichever is earlier, and will remain effective until terminated in accordance with its terms, except for those terms that survive termination. 

Wholely may terminate or suspend your user account at any time, in our absolute discretion, with or without notice, for any or no reason. Upon termination of these Terms, your right to use the Services will immediately cease, and you will destroy all copies of information that you have obtained through the Services. All disclaimers, limitations of liability, indemnification, Wholely rights of ownership and licenses to Wholely will survive any termination.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, or any part or portion thereof. Nothing in these Terms will be construed to obligate Wholely to maintain or support the Services, or any part or portion thereof, during the term of these Terms. 

Indemnity

As a condition of your access to and use of the Services, you agree to indemnify and hold harmless Wholely and its subsidiaries, affiliates, licensors, licensees, shareholders, officers, directors, employees, agents and other partners, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of the Services, (b) any dispute between you and any other user of the Services, including any disputes between Clients and Therapists, (c) any breach of your representations, warranties, or covenants under these Terms, or (d) your breach of any of these Terms. You will not enter into a settlement of the foregoing without our prior written approval.

Disclaimers

WHOLELY IS AN ONLINE TECHNOLOGY PLATFORM THAT CONNECTS CLIENTS AND THERAPISTS. WHOLELY IS NOT A HEALTH CARE OR MEDICAL PROVIDER, AND OUR SERVICES, INCLUDING, BUT NOT LIMITED TO, OUR EMOTIONAL FITNESS CLASSES, ARE NOT MEDICAL ADVICE OR CLINICAL TREATMENT AND THEY ARE INTENDED TO BE EDUCATIONAL ONLY. YOU SHOULD ONLY SEEK MEDICAL ADVICE OR TREATMENT FROM YOUR THERAPIST AND OTHER QUALIFIED AND LICENSED HEALTH CARE PROVIDERS. 

ANY INFORMATION OR LINKS AVAILABLE TO OUR USERS THROUGH THE SERVICES ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE RELIED UPON AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. 

THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WHOLELY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 

YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND SOLE RISK. WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR:  (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT PROVIDED BY THE SERVICES (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT ANY CONTENT AND OTHER COMMUNICATIONS THROUGH THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ‍

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOLELY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL WHOLELY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO WHOLELY FOR THE PAST SIX MONTHS FOR THE SERVICES.

THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WHETHER OR NOT WHOLELY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Governing Law and Jurisdiction

These Terms will be governed by and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Any claims, legal proceedings or litigation arising in connection with these Terms or the Services, for which the dispute arbitration provision below does not apply, will be brought solely in the federal or state courts located in the City and New York, NY. You consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum. 

Dispute Resolution

You and Wholely agree that any dispute, claim or controversy arising out of or relating to these Terms or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Wholely each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Wholely agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of the agreement contained in these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available athttp://www.adr.org or by calling the AA at 1-800-778-7879). The Federal Arbitration act will govern the interpretation of this section.

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Wholely agree otherwise, the arbitration will be conducted in San Francisco. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Wholely submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the timeframe specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules.

Miscellaneous 

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions (except as provided for under “Dispute Resolution”). This is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. Neither these Terms nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sub-licensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. We may assign, transfer, or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Contacting Us

The Services are provided by Wholely, Inc. You can contact us by e-mailing us at support@livewholely.com

Effective: October 1, 2022