UNIVERSAL COHERENCE INC · Terms of Service v.1.0

Effective Date: July 1st, 2023

Universal Coherence Inc. (“WishWell“, “Company”, “we” or “us“) provides the website located at www.getwishwell.com (the “Site”) and our services accessible via our Site and our mobile device application (“App”). Our services and App are collectively called the “Services.” Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Services.

Please read these Terms, the Additional Terms (if applicable) and our Community Guidelines carefully. If you do not agree to these Terms or the Privacy Policy (Policy), you cannot use the Services and should discontinue use of the Service immediately. We provide the Services subject to your acceptance and ongoing compliance with these Terms. We reserve the right at our discretion to modify these Terms periodically. We may require your assent to the modified terms as a condition of your continued access to the Services. Your continued use of the Services after the effective date of such modifications indicates your acceptance to the modified Terms.

Please note that Dispute Resolution contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

If you violate any of these Terms, your permission to use the Services automatically terminates, unless such violation is waived by us in writing at our sole discretion.

If you are are under the age of 13, for whom parental consent is required to fully use the Services, you are only allowed to use the Services with parental consent of it you are legally permitted to do so via the laws of your jurisdiction, including, but not limited to, the laws regarding minimum age restrictions.” You are allowed to access and use the Services only if you are legally permitted to do so via the laws of your jurisdiction, including laws regarding minimum age requirements. You acknowledge that use of the Services requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator.

1.0 LICENSED RIGHTS TO SERVICES AND CONTENT

1.1 The Service contains: (i) materials and other items relating to Company and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Company; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Company or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.  

1.2 Subject to your strict compliance with these Terms and any Additional Terms, we grant to you a non-exclusive, non-transferable, revocable, non-assignable, personal, limited license to download, display, view, use and play the Content on a tablet, mobile phone, or other internet-enabled device (each, a “Device”), in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

1.3 No other right or license to the Content is provided, and no other license shall be implied, by course of conduct or otherwise. We retain all right, title and interest in and to the Services, and all associated intellectual property rights. Except as expressly authorized by these Terms, you shall not use, reproduce, or distribute Content contributed by other users or by us.

1.4 You may not: (i) use the Service or Content for commercial purpose; (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Company; (iii) harvest any information from the Service or Content, including information about other users; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any applicable Additional Terms.

1.5 You agree to comply with all applicable laws, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.

1.6 Company may suspend or terminate the availability of the Service and Content, in whole or in part, to any individual user or all users, for any reason, in Company’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Company, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.

1.7 While we will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, we have no responsibility or liability for the deletion or failure to store any data or personal content. We reserve the right to mark as “inactive” and, or “delete” WishWell accounts that are inactive for an extended period of time or violate our Terms and, or, our Community Guidelines. Further, WishWell services may collect information (including but not limited to technical and diagnostic information) about your usage of the Services in order to improve the Services and to verify compliance with these Terms.

1.8 All rights not expressly granted to you are reserved by Company and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Service for any purpose is prohibited.

2.0 USER ACCOUNTS

2.1 In order to enjoy full access to the Service, you must register for an account.  When registering an account, you agree to: (i) provide true, accurate, current, and complete information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to your account; (iv) not transfer or share your account with any third party; and (v) immediately notify us of any suspected or actual unauthorized use of your account or breach of security requires notifying us by the ‘app’ in our send feedback or email us at love@zeroone.xyz.  Failure to do so may result in the suspension or termination of your account. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.  

2.2 We do not guarantee the authenticity of the identity of any user. Users are solely responsible for authenticating the identity of other users. You acknowledge that other users identities may be concocted and that other users may be acting under false pretenses or acting without authority.

3.0 THIRD-PARTY SERVICES

3.1 Our Service contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third-Party Services”). We may also integrate third-party technologies into our Service and host our content on Third Party Services.

3.2 These Third-Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk. For more information on Third Party Services, see our Privacy Policy.

4.0 WIRELESS FEATURES; COMMUNICATIONS

4.1 The Service may offer features that are available to you via your wireless Device including the ability to access the Service’s features and upload content to the Service (collectively, “Wireless Features”).  By using the Service, you agree that Company may collect information related to your use of the Wireless Features as described in our Privacy Policy, and may change, alter, or modify the settings or configurations on your Device in order to allow for or optimize your use of the Service.  Data rates and other carrier fees may apply.

4.2 You can opt-out of receiving push notifications from us at any time by adjusting the permissions in your Device or uninstalling our app. 

5.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1 IMPORTANT PROVISION CONCERNING HEALTH-RELATED CONTENT. The Services and Content made available herein; including, without limitation, any advice, or information, do not constitute medical or other professional advice. The Services are not intended as a substitute for professional medical advice, diagnosis, or treatment. Unless otherwise clearly stated in the Services, any Content concerning or related to physical or mental health that you may find in the Services is broad in nature and in scope, describes only general principles, is not specific to you as an individual and does not take into account your personal circumstances, and may not be appropriate or relevant to your personal situation. Content in the Services is not intended to be used to diagnose, treat, cure, or prevent any medical conditions and is not a substitute for consulting with your own healthcare professionals. If you have any concerns or questions about your physical or mental health, you should consult your own healthcare professionals. Reliance on any information provided through the Services is solely at your own risk. Never disregard professional medical advice or delay in seeking it because of something that you have read, seen, or heard on our Services.

5.2 IMPORTANT PROVISION CONCERNING PHYSICAL ACTIVITY. WishWell is not a health care or medical provider. The Service and Content made available herein (including, without limitation, any advice, or information) are provided for general informational purposes only and do not constitute medical advice.  We recommend that you consult your own healthcare professional when you deem necessary. YOU EXPRESSLY WAIVE AND RELEASE WISHWELL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, AND AFFILIATES (COLLECTIVELY, THE “COMPANY PARTIES”) FROM AND AGAINST ANY CLAIMS, DAMAGES OR LOSSES, INCLUDING PERSONAL INJURY OR AND DEATH, THAT RESULT FROM YOUR CHOICE TO USE WISHWELL.

5.3 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE OF THE SERVICES OR TO STORE OR DISPLAY ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICES. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE. Specifically, we make no warranty that: (a) the Services will meet your requirements, goals or needs; (b) Services access will be uninterrupted, timely, secure or error-free; or (c) any errors or deficiencies will be corrected.

5.4 We do not represent or warrant that Content available on or from the Services are accurate, complete, reliable, current or error-free or that the Services are free of viruses or other harmful components and, accordingly, you should exercise caution in the use of the Services. You download, access or otherwise obtain Content from the Service at your own discretion and risk and you are solely responsible for your use thereof, and any damages to your computing device, and any loss of data, and any other damage or harm of any kind, that may result therefrom.

5.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OR INABILITY TO USE THE CONTENT OR ANY SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S CONTENT; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR ANY OTHER MATTER RELATING TO WISHWELL, CONTENT OR THE SERVICES. ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO US$50 IN THE AGGREGATE. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. 

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

5.6 You agree to defend, indemnify, release and hold harmless the Company Parties  from and against any and all claims (including third-party claims), losses, liability, damages, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including reasonable attorneys’ fees and costs), arising out of or in any way connected with: (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your misuse of the Service; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) your use of a Third Party Service; or (vii) any misrepresentation made by you. Further, in the event you have a dispute with one or more other users, you hereby release the Company Parties from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes. Company reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Company’s defense of any claim. You will not in any event settle any claim without the prior written consent of Company.

5.7 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY OR A LICENSOR OF COMPANY.

6.0 DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.  IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

6.1 Any disputes between or claims brought by you or us arising out of or related to these Terms, the Services, the Content or your Submissions (including tort, privacy as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes) shall be referred to and finally settled by binding arbitration before the International Court of Arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC“) in effect at the time of arbitration except as inconsistent with this section. The arbitration shall be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings shall be held in TORONTO, ONTARIO, CANADA. All awards may if necessary be enforced by any court having jurisdiction.

6.2 The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, shall be kept confidential. Except as required by law, no party shall make any public announcements with respect to the proceeding or the award, except as required to enforce the same.

6.3 THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

6.4 All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim.

6.5 You waive any right to pursue an action on a class-wide basis against us and may only resolve disputes with us on an individual basis, and may not bring a claim against us as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

7.0. TERMS APPLICABLE FOR APPLE iOS

If you are using the Services through an Apple device, the following terms apply:

(a) To the extent that you are accessing the Services through an Apple device, you acknowledge that these Terms are entered into between you and WishWell, and that Apple, Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below.

(b) The license granted to you in these Terms is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Services. You acknowledge that WishWell, and not Apple, is responsible for providing the Services and Content thereof.

(c) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Services.

(d) To the maximum extent not prohibited by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.

(e) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and WishWell, WishWell, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims; (ii) any claim that the Services fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(f) Further, you agree that if the Services, or your possession and use of the Services, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

(g) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

(h) When using the Services, you agree to comply with any and all third party terms that are applicable to any platform, website, technology or service that interacts with the Services.

8.0 UPDATES TO THE TERMS

We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Services so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Services.

9.0 GENERAL PROVISIONS

9.1 These Terms, the Services, the Content, and the Submissions, and any disputes related to or concerning any of the foregoing (including tort, contract and privacy claims, and whether pre-contractual or extra-contractual) shall be governed by the laws of Ontario, Canada. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, the Services, or Content, must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

9.2 These Terms shall not be assigned, delegated, or transferred by you, in whole or in part, whether voluntary, involuntary, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent shall be void. We may at any time assign these Terms without prior consent or notice. These Terms shall be binding on, and inures to the benefit of, the parties and their respective and permitted successors and assigns.

9.3 You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the Content, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we shall be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.

9.4 The Terms constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements. You may be subject to additional terms and conditions that may apply when you use affiliate or third party content or services. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms shall be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party. No Company consent or approval may be deemed to have been granted by Company without being in writing and signed by an officer of Company. The provisions of these Terms and any applicable Additional Terms which by their nature should survive termination of your use of the Service will survive.

9.5 WishWell reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. WishWell may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

9.6 Company controls and operates the Service from the Canada and the US, and Company makes no representation that the Service is appropriate or available for use beyond the Canada and the US. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service.  Software related to or made available by the Service may be subject to export controls of Canada and the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to Canada and the U.S. export controls or sanctions.

14.7 If you have any questions or comments, please send an email to us here.  You acknowledge that the provision of support is at Company’s sole discretion and that we have no obligation to provide you with customer support of any kind.  All legal notices to us must be mailed to: Universal Coherence, 151 Yonge St, Suite 1500, Toronto, Ontario, Canada, M5C 2W7.  When you communicate with us electronically, you consent to receive communications from us electronically.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

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