TERMS OF USE

Last updated: January 22, 2024

AGREEMENT TO OUR LEGAL TERMS

We are Wellstone AI, LLC (“Company”, “we”, “us”, “our”), a company registered in Delaware, United States at 651 N Broad St, Suite 201, Middletown, DE 19709.

We operate the website https://wellstone.ai (the “Site”) as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

By accessing the Services, you acknowledge that you have read, understood, and agreed to be bound by all of these Legal Terms.

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services. The modified Legal Terms will become effective upon posting or via notice sent to you (for example, by email to support@wellstone.ai). By continuing to use the Services after any changes take effect, you agree to be bound by the modified terms.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

1. OUR SERVICES

2. INTELLECTUAL PROPERTY RIGHTS

3. USER REPRESENTATIONS

4. USER REGISTRATION

5. PURCHASES AND PAYMENT

6. CANCELLATION

7. PROHIBITED ACTIVITIES

8. USER GENERATED CONTRIBUTIONS

9. CONTRIBUTION LICENSE

10. THIRD-PARTY WEBSITES AND CONTENT

11. SERVICES MANAGEMENT

12. PRIVACY POLICY

13. TERM AND TERMINATION

14. MODIFICATIONS AND INTERRUPTIONS

15. GOVERNING LAW

16. DISPUTE RESOLUTION

17. CORRECTIONS

18. DISCLAIMER

19. LIMITATIONS OF LIABILITY

20. INDEMNIFICATION

21. USER DATA

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

23. CALIFORNIA USERS AND RESIDENTS

24. MISCELLANEOUS

25. CONTACT US

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement. Accordingly, if you access the Services from any location other than that intended by us, you do so on your own initiative and are solely responsible for compliance with local laws (if applicable).

The Services are not tailored to comply with industry-specific regulations (e.g., HIPAA, FISMA, etc.). If your use of the Services would be subject to such laws, then you may not use the Services. In addition, you may not use the Services in a manner that would violate laws such as the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including (but not limited to) all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright, trademark, and other intellectual property laws and treaties in the United States and throughout the world.

The Content and Marks are provided in or through the Services “AS IS” for your internal business purposes only.

Your Use of Our Services

Subject to your compliance with these Legal Terms (including the “PROHIBITED ACTIVITIES” section below), we grant you a non‑exclusive, non-transferable, revocable license to:
– Access the Services; and
– Download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purposes.

Except as expressly permitted in these Legal Terms, no part of the Services—and no Content or Marks—may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission.

If you wish to use the Services, Content, or Marks beyond the scope of the license granted above, please contact us at support@wellstone.ai.

Any breach of these Intellectual Property Rights constitutes a material breach of our Legal Terms and will result in the immediate termination of your right to use the Services.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that:

• All registration information you submit will be true, accurate, current, and complete;

• You will maintain the accuracy of such information and promptly update it as necessary;

• You have the legal capacity to enter into these Legal Terms and agree to comply with them;

• You are not a minor in the jurisdiction in which you reside;

• You will not access the Services through automated or non-human means (such as bots or scripts);

• You will not use the Services for any illegal or unauthorized purpose; and

• Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and refuse any current or future use of the Services.

4. USER REGISTRATION

You may be required to register in order to use the Services. You agree to keep your password confidential and to be responsible for all activities that occur under your account. We reserve the right to remove, reclaim, or change a username at our sole discretion if we determine that it is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:
– Visa
– Mastercard
– American Express
– Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update your account and payment information, including your email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as required. Prices may change at any time, and all payments shall be in US dollars. If your order is subject to recurring charges, you consent to our charging your payment method on a recurring basis until you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if payment has been received.

6. CANCELLATION

All purchases are non‑refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of your current paid term. If you are unsatisfied with our Services, please email us at support@wellstone.ai.

7. PROHIBITED ACTIVITIES

You agree that you will not use the Services for any purpose other than as expressly permitted. In addition, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile a collection, compilation, database, or directory without our written permission.
• Trick, defraud, or mislead us or other users, especially in attempts to obtain sensitive account information such as passwords.
• Circumvent, disable, or interfere with security features of the Services—including any features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services.
• Disparage, tarnish, or otherwise harm us and/or the Services.
• Use any information obtained from the Services to harass, abuse, or harm another person.
• Improperly use our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner that violates any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to do so) viruses, Trojan horses, or other material that interferes with the proper functioning of the Services or modifies, impairs, or disrupts the Services.
• Employ automated methods (such as scripts, bots, data mining, or similar tools) to access or use the Services.
• Delete or alter any copyright or other proprietary rights notices from any Content.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use the Services to advertise or offer to sell goods and services, or to sell or otherwise transfer your profile.
• Use the Services as part of any effort to compete with us or for any revenue‑generating endeavor that is not explicitly approved by us.

8. USER GENERATED CONTRIBUTIONS

Submissions:

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submissions. You agree that we shall own these Submissions and be entitled to their unrestricted use and dissemination for any lawful purpose—commercial or otherwise—without any obligation to acknowledge or compensate you.

You are responsible for what you post or upload:

By sending us Submissions through any part of the Services, you confirm that you have read and agree with our “PROHIBITED ACTIVITIES” section and that you will not post, send, publish, upload, or otherwise transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading. You further agree that, to the extent permitted by applicable law, you waive any and all moral rights in any such Submission, warrant that each Submission is either original or that you have the necessary rights and licenses to submit it, and that you have full authority to grant us the above rights regarding your Submissions. You are solely responsible for your Submissions, and you agree to indemnify us for any loss or damage resulting from your breach of these provisions, any violation of a third party’s intellectual property rights, or any applicable law.

9. CONTRIBUTION LICENSE

By submitting or posting your Contributions through the Services, you hereby grant us a non‑exclusive, irrevocable, perpetual, worldwide, royalty‑free license to access, store, process, use, modify, create derivative works of, reproduce, publicly display, publicly perform, distribute, and otherwise exploit such Contributions in connection with the Services and our business. This license includes the right to promote and redistribute part or all of the Services (and any derivative works thereof) in any media formats and through any media channels. You further waive any rights or claims you may have regarding your Contributions in this context.

10. THIRD‑PARTY WEBSITES AND CONTENT

The Services may contain links to other websites (“Third‑Party Websites”) as well as content or items originating from third parties (“Third‑Party Content”). We do not control and are not responsible for any Third‑Party Websites or Third‑Party Content. The inclusion of any link or reference does not constitute an endorsement by us. You acknowledge and agree that we are not liable for any loss or damage incurred as a result of your use of any Third‑Party Websites or any Third‑Party Content.

11. SERVICES MANAGEMENT

We reserve the right, though we are not obligated, to monitor the Services for violations of these Legal Terms. We may take appropriate legal action against anyone who, in our sole discretion, violates any law or these Legal Terms, including reporting such conduct to law enforcement authorities. We also reserve the right to remove, restrict access to, or disable any Content or part of the Services if deemed necessary. Furthermore, we may limit or cancel quantities purchased per person, per household, or per order and refuse orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. These measures help ensure the proper functioning of the Services and the protection of our rights and property.

12. PRIVACY POLICY

Our Privacy Policy is incorporated into these Legal Terms by reference. By using the Services, you agree to be bound by our Privacy Policy, which is available at:
https://wellstone.ai/privacy

13. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. Without limiting any other provision, we reserve the right, in our sole discretion and without notice or liability, to deny access to or use of the Services (including blocking certain IP addresses), terminate your account, and delete any Content or information you have posted if you breach these Legal Terms or any applicable law. If your account is terminated, you are prohibited from re-registering or creating a new account under your name, a fake or borrowed name, or the name of any third party. We further reserve the right to pursue any legal remedies available to us for such breaches.

14. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time for any reason at our sole discretion without prior notice. We are not liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. Additionally, we cannot guarantee that the Services will be available at all times. You acknowledge that interruptions, delays, or errors may occur and that we are not liable for any loss, damage, or inconvenience caused by such interruptions or discontinuances.

15. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

16. DISPUTE RESOLUTION

Informal Negotiations:

Before initiating any dispute, controversy, or claim (“Dispute”) arising out of these Legal Terms, the Parties agree to attempt to negotiate informally for at least sixty (60) days after providing written notice to the other Party.

Binding Arbitration:
If the Dispute is not resolved through informal negotiations, it will be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where applicable, the AAA’s Consumer Rules. The arbitration may be conducted in person, by telephone, or online. The arbitrator’s decision shall be in writing and need not include a statement of reasons unless requested by a Party. The arbitration will take place in New Castle, Delaware. If, for any reason, a Dispute proceeds in court instead of arbitration, you agree that such Dispute shall be filed in the state or federal courts located in California, and you consent to personal jurisdiction in those courts. All claims must be brought within one (1) year after the cause of action arises. If any portion of this arbitration provision is held to be illegal or unenforceable, that portion will be severed and the remaining provisions will remain in full force and effect.

17. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions (including but not limited to descriptions, pricing, or availability). We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without prior notice.

18. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN “AS‑IS” AND “AS‑AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT ON THE SERVICES, AND WE WILL NOT BE LIABLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SERVICES.

19. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand (including reasonable attorneys’ fees and expenses) arising out of or resulting from:

• Your use of the Services;
• Your breach of these Legal Terms;
• Any breach of your representations and warranties;
• Your violation of any third party’s rights, including intellectual property rights; or
• Any harmful act toward any other user of the Services.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of any such claim.

21. USER DATA

We will maintain certain data that you transmit to the Services for the purposes of managing the performance and operation of the Services, as well as data relating to your use of the Services. Although we perform regular backups, you are solely responsible for any data you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of such data.

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically (via email or on the Services) satisfy any legal requirement that such communications be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by us or through the Services.

23. CALIFORNIA USERS AND RESIDENTS

For California residents:

If you have a complaint regarding our Services that is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952‑5210 or (916) 445‑1254.

24. MISCELLANEOUS

These Legal Terms, along with any policies or operating rules posted by us on the Services, constitute the entire agreement and understanding between you and us regarding your use of the Services. Our failure to enforce any right or provision of these Legal Terms will not be deemed a waiver of such right or provision. We may assign our rights and obligations under these Legal Terms without notice, and you may not assign your rights without our prior written consent. We are not responsible for any delay, failure, or inability to perform under these Legal Terms due to causes beyond our reasonable control. If any provision of these Legal Terms is found to be unlawful, void, or unenforceable, the remaining provisions will continue in full force and effect. These Legal Terms will be interpreted solely against us based on our drafting, and you waive any defenses based on the electronic form of these Legal Terms or the lack of a physical signature.

25. CONTACT US

If you have any questions, comments, or concerns regarding these Legal Terms or the Services, please contact us by email at support@wellstone.ai or by postal mail at:

Wellstone AI, LLC.
651 N Broad St, Suite 201
Middletown, DE 19709
United States