Wowe

Terms
& Conditions

1. GENERAL INFORMATION

1.1 WHEEL OF WELLBEING PRODUCTS

These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on www.wowe.app (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Wheel of Wellbeing Inc.). Please read these terms and conditions, carefully before ordering any Products from the Website or third-party App stores (e.g. the Apple App Store, the Android Play Store, etc.). The terms “Wheel of Wellbeing,” “wowe,” “us” or “we” refers to Wheel of Wellbeing Inc. The term “Device” refers to the device which is used to access the Products, including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products.

When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.

Please read the Terms carefully before you start to use the Products. By using the Products or by clicking to accept or agree to the Terms when this option is made available, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://wowe.app/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Website and App.

Our contact email address is hello@wowe.app. All correspondence to Wheel of Wellbeing Inc. including any queries you may have regarding your use of the Products or these Terms should be sent to this contact email address.

1.2 ARBITRATION NOTICE AND CLASS ACTION WAIVER

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND WHEEL OF WELLBEING AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1.3 BASIS OF LICENSE

(a) These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.

(b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Wheel of Wellbeing.

(c) AS PART OF YOUR USE OF THE PRODUCTS, YOU AGREE TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION IN THE UNITED STATES FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS IN ACCORDANCE WITH OUR PRIVACY POLICY. BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT THE UNITED STATES MAY NOT HAVE T HE SAME LEVEL OF PROTECTIONS FOR YOUR PERSONAL INFORMATION THAT EXISTS IN YOUR COUNTRY OF RESIDENCE, AND YOU NONETHELESS CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES. WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE LAW REGARDING THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.

1.4 CHANGES TO TERMS

Wheel of Wellbeing reserves the right to change or update these Terms, or any other of our policies or practices, at any time and from time to time in our sole discretion, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.wowe.app. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.

2. MEMBERSHIPS AND SUBSCRIPTIONS

2.1 BECOMING A MEMBER

Wheel of Wellbeing reserves the right to change or update these Terms, or any other of our policies or practices, at any time and from time to time in our sole discretion, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.wowe.app. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.

(a) You may sign up as a registered user of the Products free of charge (a “Member”). To become a Member you need to go to the relevant section of the Products, then submit your first name, last name and email address to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account.

(b) In the course of your use of the Products, you may be asked to provide certain personalized information to us (such information is referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Wheel of Wellbeing Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

(c) By registering for a Wheel of Wellbeing account and the Products, you warrant that:

(i) You are legally capable of entering into binding contracts; (ii) All registration information you submit is truthful and accurate; (iii) You will maintain the accuracy of such information; and (iv) Your use of the Products does not violate any applicable law or regulation.

(d) We reserve the right to withdraw or amend this Website, the Products and any service or material we provide on the Website or with the Products, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From tie to time, we may restrict access too some parts of the Website, the Products, including registered users.

USE OF PRODUCTS BY MINORS: The Products are for adults, and not to be used by Children under the age of 13. Children between the ages of 13 and 18 or the age of majority in their jurisdiction of residence (“Minors”) may use Products, but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on parents and guardians to ensure Minors only use the Products if they can understand their rights and responsibilities as stated in the Terms. If you are a parent or guardian and you provide your consent to a Minor's use of the Products, you agree to be bound by the Minor's use of the Products and by the Terms.

2.2 ONCE A MEMBER

You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.

2.3 USE OF WHEEL OF WELLBEING BY MINORS

You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may view the audiovisual content displayed in the Products only with the involvement and consent of a parent or legal guardian, under such person's account, and otherwise subject to these Terms.

2.4 MEMBERSHIP

As a Wheel of Wellbeing Member, you will receive access to certain sections, features and functions of the Products that are not available to non-members.

By agreeing to become a Member you may receive occasional special offer, marketing, and survey communication emails with respect to the Product. You can easily unsubscribe from Wheel of Wellbeing commercial emails by following the opt-out instruction in these emails.Wheel of Wellbeing membership accounts and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or free accounts or subscriptions.

2.5 SUBSCRIPTIONS

a) Wheel of Wellbeing account holders may access the Products in two ways:

(i) Trial Program: a free-of-charge program, which gives unlimited access to ten days of our platform.

(ii) Paid Subscription: a subscription fee-based program, which gives access to all content including and beyond the "Trial Program" offering. You will only have access to Paid Subscription while your subscription is active and subsisting. The free trial period, automatically converts to a paid annual or monthly subscription term after a certain period of time. In such instances, you, can disable the automatic conversion by following the cancellation instructions set forth in section 3 prior to the date of conversion.

You may access Wheel of Wellbeing in the following ways: by purchasing a subscription to the Products from the Website, within the Apps, where allowed by the App marketplace partners, or through a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the Terms and Conditions of such partners, and payment and management of the bundle subscription may be administered by them.

(b) You may access Wheel of Wellbeing via a monthly or annual subscription option. For the purposes of our monthly and yearly subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days.

(c) Our “Monthly” subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that Wheel of Wellbeing is authorized to charge the same credit card as was used for the initial subscription fee or other payment method as set forth in section 2.5(d) (the “Payment Method”). The monthly renewal subscription fees will continue to be billed to the Payment Method you provided until cancelled. You must cancel your subscription before it renews in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.

(d) Our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. You acknowledge and agree that Wheel of Wellbeing is authorized to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the non-discounted renewal subscription fee(s). You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.

(e) You agree to promptly notify Wheel of Wellbeing of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.

(f) In the course of your use of the Products, Wheel of Wellbeing and its third-party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Wheel of Wellbeing and Wheel of Wellbeing’s third-party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.

(g) Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. You agree to pay all amounts due upon demand by us. You agree that you are not permittedto resell any Products purchased through Wheel of Wellbeing for commercial purposes.

2.6 DEVICE REQUIREMENTS

To enjoy Wheel of Wellbeing via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and the Google, Apple and Amazon App marketplaces. You are responsible for both making all arrangements necessary for you to have access to the Products and ensuring that all persons who access the Products through your internet connection are aware of these Terms and comply with them.

2.7 CORPORATE AND OTHER CONSUMER COMMUNITIES

Many consumer communities (corporations, universities, hospitals, etc.) (“Community” or “Communities”) purchase and introduce the Products to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for Wheel of Wellbeing access. In such event, these Community terms and conditions shall also apply to your use of the Products. In the event of any conflict with such additional terms and these Terms, the additional terms shall prevail.

2.8 CHANGING FEES AND CHARGES

We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

3. CANCELLATION OF SERVICES

3.1 CANCELLATION BY YOU

(a) You may cancel a Monthly subscription at any time. Cancellation is effective at the end of the applicable monthly period.

(b) You may cancel a Yearly subscription plan at any time. Cancellation is effective at the end of the applicable annual period.

(c) Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.

3.2 CANCELLATION BY US

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products.

3.3 PROMOTION AND DISCOUNT CODES

Any promotion code or offer (including the Special Discount Pricing Options) provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. No promotion code or discount will apply to corporate or other Community subscriptions. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased.

4. PROHIBITED USE OF THE PRODUCTS

4.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.

4.2 You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.

4.3 By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

4.4 You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Wheel of Wellbeing. You may not use the Products if you are a direct competitor of Wheel of Wellbeing or for purposes of monitoring the availability, performance or functionality of the Products, or for any other benchmarking or competitive purposes.

5. MATERIALS OFFERED THROUGH THE PRODUCTS

5.1 COPYRIGHT

(a) All materials (including software and content whether downloaded or not) contained in the Products are owned by Wheel of Wellbeing (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Website and the Product for your personal, non-commercial use only. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

(b) You acknowledge and agree that certain materials on or in the Products are the property of third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of section 12 against you.

(c) Audio or video content from Wheel of Wellbeing not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.

(d) The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.

(e) A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.).

(f) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products, except as follows:

▪ Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

▪ You may store files that are automatically cached by your Web browser for display enhancement purposes.

▪ You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

▪ If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non- commercial use, provided you agree to be bound by our Terms for such applications.

▪ If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

▪ Modify copies of any materials from this site.

▪ Use illustrations, photographs video or audio sequences, or any graphics separately from the accompanying text.

▪ Delete or alter any copyright, trademark or other proprietary rights notices from copiesof materials from this site.

▪ Access or use for any commercial purposes any part of the Products or any services or materials therein.

If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Wheel of Wellbeing will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

5.2 TRADEMARKS

Wheel of Wellbeing®, the logo and all other product or service marks are trademarks of Wheel of Wellbeing. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. You must not use such marks without our prior written permission. Your misuse of the trademarks displayed on the Products is strictly prohibited. Wheel of Wellbeing will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

6. AVAILABILITY OF PRODUCTS

6.1 Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at help@wowe.app and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time.

6.2 Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing help@wowe.app.

7. USER MATERIAL

7.1 The Products may let you submit material to us: for example, you may be able post comments or images in certain functions or features of the Product. In these Terms, we use the term “User Material” to refer to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products.

7.2 This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.

7.3 We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.

7.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice. We may take any action with respect to any User Material that we deem necessary or appropriate in our sole discretion, including if we believe that such User Material violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Products or the public, or could create liability for the Company.

7.5 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Wheel of Wellbeing or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Wheel of Wellbeing. You acknowledge that we may indirectly commercially benefit from use of your User Material. All User Materials will be considered non-confidential and non-proprietary.

7.6 Each time you submit User Material to us, you represent and warrant to us as follows:

(a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.

(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

(c) Your User Material does not advertise any product or service or solicit any business.

(d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.

(e) You will not collect email addresses of users for the purpose of sending unsolicited email.

(f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person, such as transmitting “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

(g) You will not engage in any robot, spider or other automated use of the system, such as using scripts to alter our content or to monitor or copy any of the materials in the Products.

(h) You will not, without authorization, access, tamper with, or use non-public areas of the Products, Wheel of Wellbeing’s computer systems, or the technical delivery systems of Wheel of Wellbeing providers or use the Products in any manner that could disable, overburden, damage, or impair the Products or interfere with any other party’s use of the Products including their ability to engage in real time activities through the Products.

(i) Except as necessary to maintain your own computer security by use of commercial- off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Wheel of Wellbeing system or network or breach any security or authentication measures.

(j) You will not infringe on any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person or violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or otherwise may be in conflict with these Terms and our Privacy Policy.

(k) You will not take any action that would be likely to deceive any person or impersonate any person, promote any illegal activity, advocate/promote/assist any unlawful act, cause annoyance/inconvenience/embarrassment to any other person.

7.7 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.

7.8 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material.

7.9 We may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. We may also terminate or suspend your access to all or part of the Products for any or no reason, including without limitation, any violation of these Terms.

7.10 Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Products.

7.11 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Wheel of Wellbeing an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Wheel of Wellbeing has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Wheel of Wellbeing and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

8. LINKS TO WEBSITES/HOME PAGE

8.1 We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.2 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Wheel of Wellbeing. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to help@wowe.app

9. PRODUCTS DISCLAIMER

The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

10. MEDICAL DISCLAIMER

10.1 Wheel of Wellbeing is a provider of comprehensive well-being by way of habit building content in the wellness space. We are not a health care or medical device provider, nor should our Products be considered medical advice. Only your physician or other health care provider can do that.

10.2 Any health information and links on the Products, whether provided by Wheel of Wellbeing or by contract from outside providers, is provided simply for your convenience.

10.3 To the extent that you participate in any movement content featured in the Products, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake, especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Wheel of Wellbeing has advised you of the necessity of doing so.

10.4 Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

11. END USER LICENSE

11.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 11, and these other Terms, and your payment of applicable subscription fees, Wheel of Wellbeing grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products.

11.2 The Products contain or embody copyrighted material, proprietary material or other intellectual property of Wheel of Wellbeing or its licensors. All right, title and ownership in the Products remain with Wheel of Wellbeing or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and our other Terms.

11.3 You agree that you will not and you will not assist or permit any third party to:

(a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de- compile, or disassemble the Products in any way, or create derivative works of the Products.

(b) Use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever.

(c) Rent, lease, loan, make available to the public, sell or distribute the Products inwhole or in part.

(d) Tamper with the Products or circumvent any technology used by Wheel of Wellbeing or its licensors to protect any content accessible through the Products.

(e) Circumvent any territorial restrictions applied to the Products.

(f) Use the Products in a way that violates this License Agreement or the other Terms.

(g) Send, knowingly receive, upload, download, use or re-use any material that does not comply with the standards set forth in these Terms.

(h) Impersonate or attempt to impersonate us, our employees, another user, another person or entity (including, without limitation, by using email addresses or screen names associated with the foregoing.

(i) Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Products, or which, as determined by us, may harm us or other users of the Product, or expose them to liability.

(j) Use any device, software, or routine that interferes with the proper working of the Products.

(k) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

(l) Attempt to gain unauthorized access to, or interfere with, damage, or disrupt any parts of the Products, the server on which the Products are stored, or any server, computer, or database connected to the Products.

(m) Attack the Products via a denial-of-service attack or a distributed denial-of-service attack.

(j) Take any action inconsistent with the actions set forth in section 7.6 or attempt to interfere with the proper working of the Products.

11.4 You may not make the Products available to the public. The Products made available (in whole or in part) are owned by Wheel of Wellbeing or its licensors and your use of them must be in accordance with these Terms.

12. DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”) NOTICE

12.1 We are committed to complying with copyright and related laws, and we require all users of the Products to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

12.2 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately at help@wowe.app

13. GENERAL TERMS AND CONDITIONS

13.1 ASSIGNMENT BY US

Wheel of Wellbeing may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

13.2 INDEMNITY BY YOU

You agree to defend, indemnify and hold Wheel of Wellbeing and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of any message, content, information, software, or other submissions through the Products, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of the Products; or (iv) your breach or violation of the law or of these Terms. Wheel of Wellbeing reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Wheel of Wellbeing defense of such claim.

13.3 WARRANTIES AND LIMITATIONS

(a) This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

(b) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.

(c) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.

(d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Wheel of Wellbeing be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by Wheel of Wellbeing’s gross negligence, recklessness, or willful misconduct.

(e) The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties.

(f) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

13.4 NO WAIVER

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

13.5 FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

13.6 INTERPRETATION

In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

13.7 ELECTRONIC COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You can also contact us via email at help@wowe.app to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.

13.8 NOTICES

Unless otherwise specifically indicated, all notices given by you to us must be given to Wheel of Wellbeing at help@wowe.app. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.7 above. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.

13.9 ENTIRE AGREEMENT

These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.

13.10 THIRD PARTY RIGHTS

A person who is not party to these Terms will not, subject to section 12 (DMCA), have any rights under or in connection with these Terms.

13.11 LIMITATION OF WHEEL OF WELLBEING’S LIABILITY

(a) The information presented on or through the Products is made available solely or general information purposes. We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for:

(i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

(ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing,using or downloading from the Products, or from transmissions via emails or attachments received from us.

(iii) Any use of websites linked to the Products but operated by third parties.

(b) TO THE FULLEST EXTENT PERMITTED BY LAW, WHEEL OF WELLBEING AND ITS AFFILIATES, SUPPLIERS, CLIENTS OR LICENSORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE PRODUCTS, OR LOST BUSINESS OR LOST SALES, OR ANY ERRORS, VIRUSES OR BUGS CONTAINED IN THE PRODUCTS, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY THROUGHOUT THE PRODUCTS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE PRODUCTS EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT, IF ANY, PAID BY YOU TO WHEEL OF WELLBEING FOR YOUR USE OF THE PRODUCTS IN QUESTION.

(c) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Wheel of Wellbeing be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

13.12 ARBITRATION

DISPUTE RESOLUTION AND BINDING ARBITRATION. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH WHEEL OF WELLBEING, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WHEEL OF WELLBEING, INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

(a) Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms or your use of the Products that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and Wheel of Wellbeing are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in- person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Wheel of Wellbeing. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Wheel of Wellbeing for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

(c) Authority of Arbitrator. The arbitrator will have exclusive authority to decide the jurisdiction of the arbitrator, including any unconscionability challenge or other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator shall also have the exclusive authority to determine the rights and liabilities, if any, of you and Wheel of Wellbeing. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum's rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Wheel of Wellbeing.

(d) Jury Trial Waiver. Except where not permitted by law, you and Wheel of Wellbeing waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Wheel of Wellbeing elect to have claims and disputes resolved by arbitration. In any litigation between you and Wheel of Wellbeing over whether to vacate or enforce an arbitration award, you and Wheel of Wellbeing waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

(e) Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND WHEEL OF WELLBEING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Wheel of Wellbeing are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in section 13.13 below.

(f) Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neither you nor Wheel of Wellbeing can force the other to arbitrate. To opt-out, you must notify Wheel of Wellbeing in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and the email address you used to set up your Wheel of Wellbeing account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to the following email address: hello@wowe.app

(g) Small Claims Court. Notwithstanding the foregoing, either you or Wheel of Wellbeing may bring an individual action in small claims court.

(h) Public Injunction Exclusion. Notwithstanding the foregoing, you may pursue a claim for public injunctive relief either in court or through arbitration.

(i) Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Wheel of Wellbeing.

13.13 CHOICE OF LAW

Except to the extent they are preempted by U.S. federal law, the laws of Delaware, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.

13.14 SEVERABILITY

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. These Terms are effective and were last updated on April 9, 2022.

13.15 YOUR COMMENTS AND CONCERNS

The Products are operated by Wheel of Wellbeing. All feedback, comments, requests for technical support, and other communications relating to the Products should be directed to help@wowe.app