Terms of Service

These Terms of Service are a legally binding contract between you (“you,” “your,” or “User”) and SpiritUWell, LLC (“Company,“ “SpirituWell,” “we,” or “us”) and govern your access to and use of the SpirituWell Site located at www.sprituwell.health, including subdomains of such Site (the “Site“), and other software applications and online services, including virtual counselling services, provided by SpirituWell (collectively, the “Services“).

BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE AND THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND SPIRITUWELL’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY SPIRITUWELL AND BY YOU TO BE BOUND BY THESE TERMS.

These Terms are effective (“Effective Date”) on the date you first access or use the Services and/or the Site, whichever is earlier. These Terms are effective unless otherwise terminated by Company or User. In such event, these Terms will continue to apply and be binding upon the User with regard to User’s prior use of the Services and any rights or licenses granted to the Company under these Terms will survive the termination of these Terms.

1.1. SERVICES. SpirituWell provides the following Services: Chaplaincy services, spiritual care, spiritual counselling, and grief counselling via SpirituWell’s virtual visit platform. The Company refers to the foregoing services herein collectively as “Services.”

1.1 ACCOUNT. In order to access the Services, (1) create an account by providing your name, date of birth, phone number, and email address; (2) accept these Terms; and (3) accept the terms of the SpirituWell Privacy Policy.

2. NO MEDICAL ADVICE
WE DO NOT PROVIDE MEDICAL ADVICE. The information made available on or through the Site is not a substitute for any professional medical advice. All information or content provided on our Site, including information about our company, subsidiaries, products, technology, and solutions, is for general informational purposes only. You should always seek the advice of a qualified healthcare professional with any questions you may have regarding your health. We do not warrant that any information or content provided on or through our Site is accurate, complete or useful to you. Any reliance you place on such information is strictly at your own risk.

3. ELIGIBILITY

To access or use some features of our Site, you may be required to register as a user. If you are under 18 years of age, you must get permission from your parents or legal guardian before using our Services. If you are under the age of 18, do not use or provide any information on or to the Platform or through any of its features without parental consent. If we learn we have collected or received Personal Information from a child under the age of 18 without verification of parental consent, we will delete it. If you are the parent or guardian of a child under 18 years of age whom you believe might have provided use with their Personal Information, you may Contact Us to request the Personal Information be deleted.

By registering as a user, you represent and warrant that you have not previously been suspended from the Site or any other service provided by SpirituWell; and that your use of the Site is in compliance with any and all applicable laws and regulations and you are legally qualified to enter and form contracts under applicable law.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms.

4. YOUR USE OF THE SITE

4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, SpirituWell grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

5. OWNERSHIP; PROPRIETARY RIGHTS

The Site is owned and operated by SpirituWell. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by SpirituWell are protected by intellectual property and other laws. All Materials included in the Site are the property of SpirituWell or its third-party licensors. Except as expressly authorized by SpirituWell, you may not make use of the Materials. SpirituWell reserves all rights to the Materials not granted expressly in these Terms.

6. LINKED SITES

The Site may contain links to third party Sites. Linked Sites are not under SpriituWell’s control, and SpirituWell is not responsible for any third-party content.

6.1 Third Party Content. Opinions, advice, statements, or other information made available through the Site by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. SpirituWell does not guarantee the accuracy, completeness, or usefulness of any third-party information in any company or otherwise accessible on or through the Site and will not be responsible for any loss or damage resulting from your reliance on third-party information.

7. PROHIBITED CONDUCT. BY USING THE SITE YOU AGREE NOT TO:

a. use the Site for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c. interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;

d. interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;

e. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

f. sell or otherwise transfer the access granted under these Terms; or

g. attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.

8. E-COMMERCE

The Site may allow you to purchase SpirituWell’s Services. Any Services purchased through the Site will be subject to a purchase and sale agreement. Before you purchase any Services from the Site, you will have an opportunity to review and accept the fees that you will be charged. SpirituWell (or its third-party payment processor) will charge the method you specify at the time of purchase. You authorize SpirituWell (or its third-party payment processor) to charge all fees for the Service(s) you select to your payment method.

9. MODIFICATION OF THE SITE

SpirituWell reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. SpirituWell will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

10. MODIFICATION OF THESE TERMS

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

11. TERM

These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in this Section 11. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, SpirituWell may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 2, 4.3, 5, 11, 12, 13, 14, 15 and 16 will survive.

12. INDEMNIFICATION

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify SpirituWell and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “SpirituWell Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13. NO WARRANTIES

13.1 THE SITE AND ALL SERVICES AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SPIRITUWELL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SPIRITUWELL DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY SERVICES, MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SPIRITUWELL DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

13.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERIVES, THE SITE OR SPIRITUWELL ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPIRITUWELL ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OF THE SERVICES OR THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

13.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SpirituWell does not disclaim any warranty or other right that SpirituWell is prohibited from disclaiming under applicable law.

14. LIMITATION OF LIABILTIY

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPIRITUWELL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, the SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPIRITUWELLENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPIRITUWELL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR SERIVCES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

14.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. MISCELLANEOUS

15.1 General Terms. These Terms, together with the Privacy Policy available at (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and SpirituWell regarding your use of the Site and the Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

15.2 Governing Law. These Terms shall be governed by the laws of the State of Minnesota without excluding its conflicts-of-law provisions. Any dispute between the parties regarding this Agreement will be subject to the exclusive venue of the state and federal courts in Minnesota. The parties hereby consent to the exclusive jurisdiction and venue of such courts.

15.3 Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

15.4 Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of SpirituWell (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

15.5 Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Electronic communication may be through text messages. Message and data rates may apply. Message frequency varies.

15.6 International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.