This Mobile Application End User License Agreement (this “Agreement”) is a binding agreement between you (“End User” or “you”) and Workplace Wellness, Inc., a Michigan corporation (the “Company”). This Agreement governs your use of the Workplace Wellness mobile application for Apple iOS or Google Android operating systems (including all related documentation, the “Application”). The Application is licensed, not sold, to you. You are being given access as an employee of your workplace who is proving you with the Application (“Employer”). By clicking the “agree” button, you (a) acknowledge that you have read and understand this agreement; (b) represent that you are 18 years of age or older; and (c) accept this agreement and agree that you are legally bound by its terms. If you do not agree to these terms, do not download, install, or use the application and delete it from your electronic device.

The application contains fitness and health oriented information, products, and services. As such, EVERYONE, REGARDLESS OF THE SHAPE THEY ARE IN, SHOULD CONSULT A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER BEFORE STARTING OR MODIFYING ANY EXERCISE PROGRAM. A physician or other qualified health care provider can help determine what type of exercise, the frequency, and the intensity that is appropriate for each individual. OF COURSE, ALWAYS USE COMMON SENSE WHEN EXERCISING. STOP EXERCISING IMMEDIATELY IF YOU EXPERIENCE SHORTNESS OF BREATH, DIZZINESS, DISCOMFORT OR PAIN.

IT IS YOUR SOLE RESPONSIBILITY TO USE THE APPLICATION PRUDENTLY, TO VISUALLY VERIFY STREETS, ROADS, ROAD SIGNS AND DIRECTIONS, TO AT ALL TIMES REMAIN AWARE OF YOUR SURROUNDINGS, TO BE ATTENTIVE FOR POTENTIALLY UNFORESEEN OBSTACLES, TO NOT BECOME DISTRACTED WHILE USING THE APPLICATION, TO ENSURE THAT THE VOLUME ON THE DEVICE USED WITH THE APPLICATION IS NOT RAISED TO SUCH A LEVEL THAT IT BLOCKS OUT YOUR SURROUNDINGS OR DAMAGES YOUR HEARING.

1. License Grant. Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to:
   1. download, install, and use the Application for your personal, non-commercial use on a or several Electronic Devices or other electronic devices owned or otherwise controlled by you (“Electronic Devices”) strictly in accordance with the Application’s documentation; and
   2. access, stream, download, and use on such Electronic Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
2. License Restrictions. You shall not:
   1. copy the Application, except as expressly permitted by this license;
   2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
   4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
   5. send messages or use the Application in any manner which intentionally or unintentionally violates any applicable local, state, national or international law or regulation (including without limitation, policies and laws related to spamming, privacy, obscenity or defamation);
   6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
   7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
   8. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
   9. use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Information Related to Health
   1. The information provided by the Application is not a substitute for professional medical advice or a medical exam. The Application is a holistic wellness app provided to you through your Employer. The Application may include company competitions, tracking and recipes, workout plans with an extensive exercise library, fitness classes, stress relief techniques, and frequently discussed wellness tips/blogs (“Wellness Information”) designed to help individuals develop healthy lifestyles.
   2. USE OF OR RELIANCE ON ANY OF THE WELLNESS INFORMATION, TECHNIQUES, IDEAS, AND SUGGESTIONS ACCESSED THROUGH THE APPLICATION IS AT YOUR SOLE DISCRETION AND RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE. THE COMPANY AND YOUR EMPLOYER EXPRESSLY DISCLAIM ANY LIABILITY IN CONNECTION WITH YOUR USE OF THE WELLNESS INFORMATION.
   3. A physician or other qualified health care provider can help determine what type of exercise, the frequency, and the intensity that is appropriate for each individual. Prior to beginning or modifying any exercise program or using any Wellness Information, particularly if you suffer from any pre-existing medical conditions, use any medical devices (such as a pacemaker or hearing aid) or are pregnant, you should seek the advice of your physician or other qualified healthcare professional to determine if you are healthy enough to exercise, if the Wellness Information you selected is appropriate for you and to provide ongoing monitoring of your health.
   4. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE SEEN ON THE APPLICATION.
   5. You agree that no information provided by the Application will be used to diagnose, treat, cure or prevent any medical condition without consulting a licensed physician. Always remain hydrated while exercising and do not rely on the Application to inform you when to drink.
   6. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL.
5. Application Descriptions. The Company strives for the Application to be as accurate as possible. However, the Company does not represent or warrant that the Wellness Information, product descriptions or other content on the Application are accurate, complete, reliable, current, or error-free. For example, products included on the Application may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Application. In addition, we may make changes in information about Wellness Information, price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance. Despite our best efforts, a small number of the items on our Service may be mispriced. If an item’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from the Application. By placing an order, you represent that the products ordered will be used only in a lawful manner.
6. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Electronic Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy [INSERT AS LINK TO MOBILE APP PRIVACY POLICY]. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
7. Consent to Communications. You consent to receive communications from the Company electronically and agree that we may communicate with you by email or by posting notices on the Service. 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.
8. Content and Services. The Application may provide you with access to the Company’s website located at [WEBSITE URL(S)] (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by Website’s Terms of Use and Privacy Policy located at [WEBSITES TERMS OF USE] and [PRIVACY POLICY LINK], which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
9. Geographic Restrictions. The Content and Services are based in the state of Michigan in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
10. Updates. The Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Electronic Device settings, when your Electronic Device is connected to the internet either:
    1. the Application will automatically download and install all available Updates; or
    2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

11. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. Company Competitions. Additional terms and conditions may apply to surveys, contests, competitions, giveaways, and other promotions sponsored by the Company, your Employer or their respective partners. It is your responsibility to carefully review those terms and conditions.
13. Term and Termination.
    1. The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you, your Employer or the Company as set forth in this Section.
    2. You may terminate this Agreement by deleting the Application and all copies thereof from your Electronic Device.
    3. The Company may terminate this Agreement at any time without notice if it ceases to support the Application, which the Company may do in its sole discretion or for any other reason at any time. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
    4. Your Employer may terminate this Agreement at any time and for any reason by informing the Company of such termination.
    5. Upon termination:
       1. all rights granted to you under this Agreement will also terminate; and
       2. you must cease all use of the Application and delete all copies of the Application from your Electronic Device and account.
    6. Termination will not limit any of the Company’s rights or remedies at law or in equity.
    7. The Company may, in its sole discretion, limit the duration and frequency of your access to the Application and delete accounts. The Company shall have no responsibility or liability for the deletion or failure to store any account, messages, postings, communications or other content maintained or transmitted by the Application.
14. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
    1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
    2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

    THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

16. Indemnification. You agree to indemnify, defend, and hold harmless the Company, your Employer and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
17. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
18. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
19. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
20. Dispute Resolution. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
    1. Disputes. You agree that any dispute between you and the Company arising out of or relating to this Agreement, the Application, or any other Company products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
    2. Governing Law. Except as otherwise required by applicable law, this Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict of laws principles.
    3. Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting [Workplace Wellness Email Address for Disputes]. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or the Company may bring a formal proceeding.
21. Arbitration.
    1. We Both Agree To Arbitrate. You and the Company agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
    2. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting [Workplace Wellness Email Address for Disputes OR Email Address for Opting Out] within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement.
    3. Arbitration Procedures. The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held Michigan.
    4. Arbitration Fees. The AAA rules will govern payment of all arbitration fees, except that he prevailing party will be entitled to recover its reasonable attorney fees, costs and expenses to resolve the dispute and to enforce the final judgment.
22. Exceptions to Agreement to Arbitrate. Either you or the Company may assert claims, if they qualify, in small claims court in Michigan. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Company’s products or service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
23. No Class Actions. You may only resolve Disputes with the Company on an individual basis, and may not bring a claim 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 under this Agreement.
24. Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought exclusively in the federal courts of the Eastern District of Michigan or the courts of the State of Michigan located in Oakland County. Both you and the Company consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
25. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
26. Entire Agreement. This Agreement, the Website Terms and Conditions, the agreement with your Employer, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
27. Modification of Agreement. Company may update this Agreement at any time, in Company’s sole discretion. Modifications will be effective on the date that they are posted to the Application. It is important that you review this Agreement whenever it is updated before you use the Application. If you continue to use the Application after this Agreement has been updated, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then, you may not use the Application anymore. Because the Application is evolving over time, Company may change or discontinue all or any part of the Application, at any time and without notice, at its sole discretion.
28. Assignment; Waiver. You may not assign these Terms or any rights granted herein. Any attempt by you to transfer any of the rights, duties or obligations hereunder is void. Company may assign or transfer these Terms or its rights or obligations hereunder without notice and without your prior approval. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.