TERMS AND CONDITIONS – WELL APP, INC. 

Effective Date: July 21, 2025 Jurisdiction: United States - Delaware Law


1. INTRODUCTION

These Terms and Conditions ("Terms") form a legal agreement between you ("Customer" or "you") and Well App, Inc. ("Well", "we", "our", or "us"), a Delaware corporation, governing your access to and use of Well’s platform, APIs, SDKs, integrations, websites, and associated services (the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you use the Services on behalf of an organization, you represent that you are authorized to bind that entity.


2. SERVICE DESCRIPTION

Well provides a platform enabling customers to programmatically fetch, parse, manage and route documents such as invoices and receipts from cloud storage, portals, inboxes, and other systems. 

Services may be delivered via API, browser extension, and other interfaces, with usage tracked through Tokens.


3. ACCOUNTS AND AUTHORIZED USE

To use the Services, you must create an account and maintain accurate, complete information. You are responsible for activity under your account, including by your employees or authorized contractors. 

You agree to use the Services only as permitted by law and these Terms.


4. LICENSE AND USAGE RIGHTS

We grant you a non-exclusive, non-transferable, revocable license to use the Services for internal business purposes only.

You may not:

  • Reverse engineer, decompile, or modify the Services

  • Use the Services to create a competing product

  • Access the Services in excess of contractual limits

  • Attempt unauthorized access to Well systems or data


5. SERVICE LEVEL AND AVAILABILITY

Well targets 99.5% uptime over any rolling 30-day period. Exclusions apply for scheduled maintenance (with 48h notice), force majeure, or third-party platform failures.

If uptime falls below target, your sole remedy is a pro-rated credit for affected periods, capped at 10% of monthly fees.


6. TOKEN CONSUMPTION AND OVERAGE

Each Service action (e.g., fetching documents, AI parsing, routing) consumes Tokens as defined in your commercial plan. 

Well will provide you with usage dashboards and billing reports.

If your usage exceeds the included Token tier:

  • Overage fees will apply at the then-current published rate

  • You will be notified in-product or via email

We reserve the right to throttle excessive use to protect platform stability.


7. BILLING, PAYMENT, AND TAXES

Fees are due at invoice issuance date. You are responsible for all applicable taxes unless an exemption certificate is provided.

If you dispute an invoice in good faith, notify us within 10 days of receipt. Undisputed amounts must still be paid.


8. TERM AND TERMINATION

These Terms remain in effect until your subscription expires or is terminated.

Either party may terminate:

  • For convenience with 30 days’ written notice after the initial contract period.

  • For material breach if the other party fails to cure within 15 days of written notice.

Upon termination:

  • You must stop using the Services

  • We may delete your data after a 30-day grace period

  • No refunds will be issued except where required by law


9. INTELLECTUAL PROPERTY

Well retains all rights, title, and interest in its platform, code, integrations, trademarks, and content. You may not use our brand or content without prior written permission.

You retain all rights to your data. You grant us a limited license to process and store it solely for providing the Services.


10. CONFIDENTIALITY

Each party must protect the other’s non-public information with the same care it uses for its own confidential data and at least reasonable care.

Confidentiality obligations survive for 3 years after termination, unless otherwise required by law.


11. DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SYSTEM COMPATIBILITY.


12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • WELL’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRIOR TO THE CLAIM.

  • WELL IS NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.

For claims involving IP infringement, Well’s liability is capped at 2x the annual subscription fee.


13. INDEMNIFICATION

You agree to indemnify and hold harmless Well from any claim or demand, including reasonable legal fees, arising from:

  • Your misuse of the Services

  • Breach of these Terms

  • Violation of law or third-party rights

Well may assume the exclusive defense and control of any matter subject to indemnification at your cost.


14. EXPORT CONTROLS & GOVERNMENT USE

You must comply with all applicable U.S. export and sanctions laws. 

The Services are “commercial computer software” under FAR 2.101 and are provided to U.S. government users only with rights expressly granted under these Terms.


15. DISPUTE RESOLUTION AND GOVERNING LAW

These Terms are governed by Delaware law, excluding conflict of law principles.

Arbitration: Any dispute shall be resolved by binding arbitration under JAMS rules in Wilmington, Delaware, unless you opt out within 30 days of acceptance.

Class Action Waiver: You agree not to participate in any class or representative action.

If arbitration is deemed unenforceable, the parties consent to the exclusive jurisdiction of state or federal courts in Delaware.


16. CHANGES TO TERMS

We may revise these Terms. You will be notified by email or via the platform. Changes take effect 30 days after notice unless you reject the update by written notice.


17. CONTACT

Well App, Inc. 1111B S Governors Ave STE 29109 Dover, DE 19904 support@wellapp.ai