| (b) By registering as a Member and using and/or accessing the Products or Servic | | (b) By registering as a Member and using and/or accessing the Products or Servic |
| es, you warrant that: (i) you are legally capable of entering into binding contr | | es, you warrant that: (i) you are legally capable of entering into binding contr |
| acts; (ii) all User Information you submit is truthful, accurate, and up to date | | acts; (ii) all User Information you submit is truthful, accurate, and up to date |
| ; (iii) you will maintain the accuracy of such information; and (iv) your use of | | ; (iii) you will maintain the accuracy of such information; and (iv) your use of |
| the Products and Services does not violate these Terms or any Applicable Law. | | the Products and Services does not violate these Terms or any Applicable Law. |
| (c) Member accounts and Subscriptions (as defined below) are not transferable. Y | | (c) Member accounts and Subscriptions (as defined below) are not transferable. Y |
| ou agree to not sell, transfer, or exchange Member accounts or Subscriptions in | | ou agree to not sell, transfer, or exchange Member accounts or Subscriptions in |
| any way or under any circumstance. This expressly applies to any discounted, sub | | any way or under any circumstance. This expressly applies to any discounted, sub |
| sidized, or Free Trials (as defined below) or Subscriptions. | | sidized, or Free Trials (as defined below) or Subscriptions. |
| 2.2 CHILDREN | | 2.2 CHILDREN |
| n | Our Products and Services are generally intended for individuals at least 18 yea | n | (a) Our Products and Services are intended for individuals at least 18 years of |
| rs of age. There are limited exceptions: | | age. There are limited exceptions: |
| (a) If you are in the US and 13-17 years old, you may access our Products via ce | | If you are in the US or UK and 13-17 years old or if you are in the EU and 16-17 |
| rtain Benefit Sponsor (as defined in Section 2.5) offerings, including but not l | | years old, you may access our Products via certain Benefit Sponsor (as defined |
| imited to certain employer offerings. Please refer to materials specific to such | | in Section 2.5) offerings, including but not limited to certain employer offerin |
| offerings for more information. | | gs. Please refer to materials specific to such offerings for more information. |
| (b) If you are in the US and 13-17 years old, you may access our Services via ce | | If you are in the US and 13-17 years old, you may access our Services via certai |
| rtain Benefit Sponsor offerings with verifiable parent or guardian consent. | | n Benefit Sponsor offerings with verifiable parent or guardian consent. |
| (c) Members with access to our EAP services (as defined in Section 8) may refer | | Members with access to our EAP services (as defined in Section 8) may refer thei |
| their child of at least 6 years old to receive access to EAP services, including | | r child of at least 6 years old to receive access to EAP services, including in- |
| in-person clinical support. Members cannot sign their child up as a registered | | person clinical support. Members cannot sign their child up as a registered user |
| user. | | . |
| (d) If you are in the US and 13-17 years old, you may access our Products via ou | | If you are in the US and 13-17 years old, you may access our Products via our He |
| r Headspace for Teens offering. | | adspace for Teens offering. |
| | | (b) Our AI Companion, Ebb, is intended to be used only by individuals 18 years o |
| | | r older. |
| We do not support Members under the age of 13. You may notice some content in ou | | (c) Headspace does not support Members under the age of 13. You may notice some |
| r Products that appears geared towards children. This content is only meant for | | content in our Products that appears geared towards children. This content is on |
| you to share with your child under your supervision, and does not require or all | | ly meant for you to share with your child under your supervision, and does not r |
| ow your child to sign up as a registered user. | | equire or allow your child to sign up as a registered user. |
| 2.3 SUBSCRIPTIONS & PURCHASES | | 2.3 SUBSCRIPTIONS & NON-RECURRING PURCHASES |
| (a) Free Trials. You may have access to a free trial period of certain Products | | (a) Free Trials. You may have access to a free trial period of certain Products |
| (“Free Trial”). You are only allowed one Free Trial regardless of your subscript | | (“Free Trial”). You are only allowed one Free Trial regardless of your subscript |
| ion method. We reserve the right to determine eligibility for Free Trials, which | | ion method. We reserve the right to determine eligibility for Free Trials, which |
| may vary based on factors including the Product or Service you select and wheth | | may vary based on factors including the Product or Service you select and wheth |
| er you have redeemed a Free Trial previously. Free Trials automatically convert | | er you have redeemed a Free Trial previously. Free Trials automatically convert |
| to a paid annual or monthly subscription term after a certain period of time. Yo | | to a paid annual or monthly subscription term after a certain period of time. Yo |
| u can disable the automatic conversion by following the cancellation instruction | | u can disable the automatic conversion by following the cancellation instruction |
| s set forth below prior to the date of conversion. | | s set forth below prior to the date of conversion. |
| n | (b) Automatically Renewing Subscriptions. Members may access the Products or Ser | n | (b) Automatically Renewing Subscriptions. Members may access the Products or Ser |
| vices via a subscription fee-based program (“Subscription”). Subscriptions may b | | vices via a subscription fee-based program (“Subscription”). Subscriptions may b |
| e available via monthly or annual options (“Subscription Term”). For the purpose | | e available via monthly or annual options (“Subscription Term”). For the purpose |
| s of our monthly and annual subscriptions, a month constitutes 30 calendar days | | s of our monthly and annual subscriptions, a month constitutes 30 calendar days |
| and a year constitutes 365 calendar days. Subscriptions may be charged separatel | | and a year constitutes 365 calendar days. Subscriptions may be charged separatel |
| y for Products and Services. If you activate a Subscription, you authorize Heads | | y for Products and Services. If you activate a Subscription, you authorize Heads |
| pace to periodically charge, on a going-forward basis all accrued sums (“Subscri | | pace to periodically charge the payment method you provide to us during registra |
| ption Fee”) on or before the payment due date for the accrued sums. Your account | | tion (or to a different payment method if you change your payment information) ( |
| will be charged automatically on the date when you purchase your first subscrip | | “Payment Method”), on a going-forward basis all accrued sums (“Subscription Fee” |
| tion to the Product or Service (“Subscription Billing Date”) for all applicable | | ) on or before the payment due date for the accrued sums . Your account will be |
| fees and taxes for the next subscription period. The Subscription will continue | | charged automatically on the date when you purchase your first subscription to t |
| unless and until you cancel your Subscription or Headspace terminates your Subsc | | he Product or Service (“Subscription Billing Date”) for all applicable fees and |
| ription or your account. | | taxes for the next subscription period. The Subscription will continue unless an |
| | | d until you cancel your Subscription or Headspace terminates your Subscription o |
| | | r your account. |
| (c) Subscription Cancellation. You may cancel your Subscription at any time, but | | (c) No Refunds on Subscriptions. You will not have the right to receive a refund |
| you must cancel your Subscription before it renews in order to avoid billing of | | for any Subscription unless otherwise required by applicable law. |
| the next periodic Subscription Fee to your account. See more about cancellation | | |
| at Section 3. | | |
| (d) No Refunds on Subscriptions. Refunds cannot be claimed for any partial Subsc | | (d) Subscription Methods. You may subscribe via: (i) purchasing a subscription t |
| ription Term. Headspace will bill the periodic Subscription Fee to the payment m | | o the Products or Services from the Website or within the Apps where allowed by |
| ethod you provide to us during registration (or to a different payment method if | | the App marketplace partners, (ii) a Benefit Sponsor (as defined in Section 2.5) |
| you change your payment information) (“Payment Method”). You will only have acc | | or (iii) a bundle with one or more of our bundle subscription partners. If you |
| ess to the Products and Services while your Subscription is active and subsistin | | purchase a subscription through the Apple iTunes Store or our iPhone application |
| g. | | , the sale is final, and we will not provide a refund. Your purchase will be sub |
| | | ject to Apple’s applicable payment policy, which also may not provide for refund |
| | | s. If you purchase a subscription through the Google Play store, the sale is fin |
| | | al and we will not provide a refund. Your purchase will be subject to Google’s a |
| | | pplicable payment policy, which also may not provide for refunds. If your Subscr |
| | | iption is through a Benefit Sponsor or one or more of our bundle subscription pa |
| | | rtners, additional terms and policies may apply, and your Subscription may be pa |
| | | id for, partially paid for, or managed by the Benefit Sponsor or the bundle subs |
| | | cription partner. |
| (e) Subscription Methods. You may subscribe via: (i) purchasing a subscription t | | |
| o the Products or Services from the Website or within the Apps where allowed by | | |
| the App marketplace partners, (ii) a Benefit Sponsor (as defined in Section 2.5) | | |
| or (iii) 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 i | | |
| Phone application, the sale is final, and we will not provide a refund. Your pur | | |
| chase will be subject to Apple’s applicable payment policy, which also may not p | | |
| rovide 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 subj | | |
| ect to Google’s applicable payment policy, which also may not provide for refund | | |
| s. If your Subscription is through a Benefit Sponsor or one or more of our bundl | | |
| e subscription partners, additional terms and policies may apply, and your Subsc | | |
| ription may be paid for, partially paid for, or managed by the Benefit Sponsor o | | |
| r the bundle subscription partner. | | |
| (f) Gift Subscriptions. “Gift Subscriptions” are pre-paid memberships to the Pro | | (e) Gift Subscriptions. “Gift Subscriptions” are pre-paid memberships to the Pro |
| ducts. A person who purchases the gift is the “Giftor.” A person who receives an | | ducts. A person who purchases the gift is the “Giftor.” A person who receives an |
| d redeems a Gift Subscription is the “Recipient.” Gift Subscriptions are paid fo | | d redeems a Gift Subscription is the “Recipient.” Gift Subscriptions are paid fo |
| r by a one-time upfront payment. Once bought, the Giftor will receive an Order c | | r by a one-time upfront payment. Gift Subscriptions are sold by a Headspace Enti |
| onfirmation and receipt. The Gift Subscription will be sent to the Recipient on | | ty, a California limited liability company (“GiftCo”). Once bought, the Giftor w |
| the Giftor’s specified date with a gifting code to redeem the Gift Subscription. | | ill receive an Order confirmation and receipt. The Gift Subscription will be sen |
| Gifting codes can only be used once in the country for which they were purchase | | t to the Recipient on the Giftor’s specified date with a gifting code to redeem |
| d and cannot be redeemed for cash, resold or combined with any other offers, inc | | the Gift Subscription. Gifting codes can only be used once in the country for wh |
| luding free trial unless expressly stated otherwise. Please note that gifting co | | ich they were purchased and cannot be redeemed for cash, resold or combined with |
| des cannot be redeemed if the Recipient has already purchased a subscription thr | | any other offers, including free trial unless expressly stated otherwise. Pleas |
| ough the Apple iTunes Store,our iPhone application, the Google Play Store, or ou | | e note that gifting codes cannot be redeemed if the Recipient has already purcha |
| r Android application. We will automatically bill the Payment Method that the Gi | | sed a subscription through the Apple iTunes Store, our iPhone application, the G |
| ftor provided for any purchased Gift Subscriptions at the time of purchase, not | | oogle Play Store, or our Android application. GiftCo will automatically bill the |
| upon delivery to or redemption by Recipient. There are no refunds or other credi | | Payment Method that the Giftor provided for any purchased Gift Subscriptions at |
| ts for Gift Subscription that are not redeemed. Headspace will notify the Recipi | | the time of purchase, not upon delivery to or redemption by Recipient. There ar |
| ent prior to the end of the Gift Subscription that the gift period is about to e | | e no refunds or other credits for Gift Subscription that are not redeemed. Neith |
| xpire. Headspace is not responsible if a Gift Subscription is lost, stolen or us | | er Headspace nor GiftCo is responsible if a Gift Subscription is lost, stolen or |
| ed without permission. | | used without permission. |
| (g) Purchases. You may access some Products by paying Headspace or our App marke | | (f) Non-Recurring Purchases. You may access some Products by paying Headspace or |
| tplace partners a non-recurring fee at the time of registration (“Purchase”). If | | our App marketplace partners a non-recurring fee at the time of registration (“ |
| you make a Purchase, you authorize Headspace or our App marketplace partners, a | | Purchase”). If you make a Purchase, you authorize Headspace or our App marketpla |
| s applicable, to charge all accrued sums (“Fees”) on the payment due date for th | | ce partners, as applicable, to charge all accrued sums (“Fees”) on the payment d |
| e accrued sums. Your account will be charged automatically on the date when you | | ue date for the accrued sums. Your account will be charged automatically on the |
| purchase the Product. Please note that the sale is final for all Purchases, and | | date when you purchase the Product. Please note that the sale is final for all P |
| we will not provide a refund. | | urchases, and we will not provide a refund. You may access some Services, includ |
| | | ing but not limited to therapy services, by paying Headspace or our affiliated P |
| | | roviders a non-recurring Fee. For therapy services, such Fees will be charged at |
| | | the time of your scheduled therapy appointment. Late cancellation and no-show f |
| | | ees may apply. Please refer to our Financial Responsibility Policy presented to |
| | | you during onboarding for more information about clinical purchases and fees. |
| You may access some Services, including but not limited to therapy services, by | | |
| paying Headspace or our affiliated Providers a non-recurring Fee. For therapy se | | |
| rvices, such Fees will be charged at the time of your scheduled therapy appointm | | |
| ent. Late cancellation and no-show fees may apply. Please refer to our Financial | | |
| Responsibility Policy presented to you during onboarding for more information a | | |
| bout clinical purchases and fees. | | |
| (h) Discounts. Headspace may offer certain special discount pricing options (the | | (g) Discounts. Headspace may offer certain special discount pricing options (the |
| “Special Discount Pricing Options”). Such Special Discount Pricing Options will | | “Special Discount Pricing Options”). Such Special Discount Pricing Options will |
| only be available to qualified users (the “Qualified Users”). Headspace reserve | | only be available to qualified users (the “Qualified Users”). Headspace reserve |
| s the right to determine if you are a Qualified User in our sole discretion. Add | | s the right to determine if you are a Qualified User in our sole discretion. Add |
| itional terms may apply to such Special Discount Pricing Options. | | itional terms may apply to such Special Discount Pricing Options. |
| (i) Prices in US Dollars and Euros include local taxes. Prices in Pound Sterling | | (h) Prices. Prices are inclusive for value added taxes (“VAT”). You agree not to |
| include VAT unless otherwise stated. You agree not to hold us responsible for b | | hold us responsible for banking charges incurred due to payments on your accoun |
| anking charges incurred due to payments on your account. If payment is not recei | | t. If payment is not received by us from the Payment Method you provided, you ag |
| ved by us from the Payment Method you provided, you agree to pay all amounts due | | ree to pay all amounts due upon demand by us. Prices may be exclusive of US sale |
| upon demand by us. | | s taxes and, if applicable, will be added on top of a transaction as legally req |
| | | uired. Tax rates are based on the rates applicable at the time of your monthly c |
| | | harge. These amounts can change over time with local tax requirements in your co |
| | | untry, state, territory, county, or city. Any change in tax rate will be automat |
| | | ically applied based on the account information you provide. |
| 2.4 PAYMENT TERMS | | 2.4 PAYMENT TERMS |
| n | (a) Your use of the Products and Services may require you to pay fees. We reserv | n | (a) Your use of the Products and Services may require you to pay fees. You are r |
| e the right to determine pricing for the Products and Services. The fees you owe | | esponsible for all applicable fees and charges incurred, including applicable ta |
| may vary based on many factors, including but not limited to your employer, hea | | xes, unless otherwise stated in your Benefit Sponsor terms and conditions or oth |
| lthcare provider, health plan or other Benefit Sponsor’s agreement with us, or t | | erwise agreed to in writing between the parties. Before you pay any fees, you wi |
| he coverage offered by your applicable health insurance provider. We are not res | | ll have the opportunity to review and accept the fees that you will be charged. |
| ponsible for whether your health insurance offers any amount of coverage for the | | We reserve the right to determine pricing for the Products and Services. The fee |
| Products and Services. We will make reasonable efforts to keep pricing informat | | s you owe may vary based on many factors, including but not limited to your empl |
| ion published on our Website up-to-date. | | oyer, healthcare provider, health plan or other Benefit Sponsor’s agreement with |
| | | us, or the coverage offered by your applicable health insurance provider. We ar |
| | | e not responsible for whether your health insurance offers any amount of coverag |
| | | e for the Products and Services. We will make reasonable efforts to keep pricing |
| | | information published on our Website up-to-date. |
| (b) You are responsible for all applicable fees and charges incurred, including | | (b) In order to access the Products and Services, you may be required to provide |
| applicable taxes, unless otherwise stated in your Benefit Sponsor terms and cond | | your payment information. You agree to promptly notify Headspace of any changes |
| itions or otherwise agreed to in writing between the parties. Before you pay any | | to your Payment Method while any payments remain outstanding. You authorize Hea |
| fees, you will have the opportunity to review and accept the fees that you will | | dspace or a third-party payment processor to charge all fees for the Products an |
| be charged. In order to access the Products and Services, you may be required t | | d Services, including all applicable taxes, to the Payment Method. If you pay an |
| o provide your payment information. You agree to promptly notify Headspace of an | | y fees with a credit card, we (or a third-party payment processor) may seek pre- |
| y changes to your Payment Method while any payments remain outstanding. You auth | | authorization of your credit card account prior to purchase to verify that the c |
| orize Headspace or a third-party payment processor to charge all fees for the Pr | | redit card is valid and has the necessary funds or credit to cover your purchase |
| oducts and Services, including all applicable taxes, to the Payment Method. If y | | . If we use a third-party payment processor, such as Stripe or Zuora, their use |
| ou pay any fees with a credit card, we (or a third-party payment processor) may | | of your personal information is subject to their applicable terms of service and |
| seek pre-authorization of your credit card account prior to purchase to verify t | | privacy policy. For Stripe, those terms are available at https://stripe.com/leg |
| hat the credit card is valid and has the necessary funds or credit to cover your | | al and https://stripe.com/privacy. |
| purchase. If we use a third-party payment processor, such as Stripe or Zuora, t | | |
| heir use of your personal information is subject to their applicable terms of se | | |
| rvice and privacy policy. For Stripe, those terms are available at https://strip | | |
| e.com/legal and https://stripe.com/privacy. | | |
| (c) In the course of your use of the Products or Services, Headspace and its thi | | (c) In the course of your use of the Products or Services, Headspace and its thi |
| rd-party payment processor may receive and use updated credit card information f | | rd-party payment processor may receive and use updated credit card information f |
| rom your credit card issuer to prevent your Subscription from being interrupted | | rom your credit card issuer to prevent your Subscription from being interrupted |
| by an outdated or invalid card. This information is provided to Headspace and He | | by an outdated or invalid card. This information is provided to Headspace and He |
| adspace’s third-party payment processor at the sole election of your credit card | | adspace’s third-party payment processor at the sole election of your credit card |
| issuer. Your credit card issuer may give you the right to opt-out of the update | | 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. Yo | | service. Should you desire to do so, please contact your credit card issuer. Yo |
| u agree not to hold us responsible for banking charges incurred due to payments | | u agree not to hold us responsible for banking charges incurred due to payments |
| on your account. | | on your account. |
| 2.5 BENEFIT SPONSORS | | 2.5 BENEFIT SPONSORS |
| Many groups, including but not limited to employers, healthcare providers, healt | | Many groups, including but not limited to employers, healthcare providers, healt |
| h plans, universities, government entities, municipalities or hospitals (“Benefi | | h plans, universities, government entities, municipalities or hospitals (“Benefi |
| t Sponsor” or “Benefit Sponsors”) purchase and introduce the Products and Servic | | t Sponsor” or “Benefit Sponsors”) purchase and introduce the Products and Servic |
| es to their employees, eligible dependents and members. In some cases, our Benef | | es to their employees, eligible dependents and members. In some cases, our Benef |
| it Sponsors may supplement these Terms with their own terms and conditions, whic | | it Sponsors may supplement these Terms with their own terms and conditions, whic |
| h may include additional terms around subscription redemption, usage or suppleme | | h may include additional terms around subscription redemption, usage or suppleme |
| ntary payment for access to Products and Services. In such event, the Benefit Sp | | ntary payment for access to Products and Services. In such event, the Benefit Sp |
| onsor terms and conditions will also apply to your use of the Products and Servi | | onsor terms and conditions will also apply to your use of the Products and Servi |
| ces. In the event of any conflict with such additional terms and these Terms, th | | ces. In the event of any conflict with such additional terms and these Terms, th |
| e additional terms will prevail. | | e additional terms will prevail. |
| We reserve the right to change our subscription fees, plans or adjust pricing fo | | We reserve the right to change our subscription fees, plans or adjust pricing fo |
| r our Products and Services or any components thereof in any manner and at any t | | r our Products and Services or any components thereof in any manner and at any t |
| ime as we may determine in our sole discretion. Except as otherwise expressly pr | | ime as we may determine in our sole discretion. Except as otherwise expressly pr |
| ovided for in these Terms, any price changes or changes to your subscription pla | | ovided for in these Terms, any price changes or changes to your subscription pla |
| n will take effect following notice to you. | | n will take effect following notice to you. |
| 3. CANCELING MEMBERSHIP | | 3. CANCELING MEMBERSHIP |
| 3.1 CANCELLATION BY US | | 3.1 CANCELLATION BY US |
| n | We may suspend or terminate your use of the Products and/or Services as a result | n | We may suspend or terminate your use of the Products and/or Services as a result |
| of your fraud or breach of any obligation under these Terms. A breach of these | | of your fraud or breach of any obligation under these Terms, including without |
| Terms, includes without limitation, the unauthorized copying or download of our | | limitation those listed in Section 4. Such termination or suspension may be imme |
| audio or video content from the Products or Services or recording of the Service | | diate and without notice. If we terminate your account, you may receive a pro ra |
| s. Such termination or suspension may be immediate and without notice. If we ter | | ta refund of fees that you prepaid for the Services. Your access to the Products |
| minate your account, you may receive a pro rata refund of fees that you prepaid | | or Services may be terminated if the relationship between Headspace and your em |
| for the Services. Your access to the Products or Services may be terminated if t | | ployer or provider terminates or expires, or if your relationship with your empl |
| he relationship between Headspace and your employer or provider terminates or ex | | oyer or provider ends. If this happens, Headspace will use reasonable efforts to |
| pires, or if your relationship with your employer or provider ends. If this happ | | give you seven (7) days’ notice before access to the Products or Services is te |
| ens, Headspace will use reasonable efforts to give you seven (7) days’ notice be | | rminated. |
| fore access to the Products or Services is terminated. | | |
| 3.2 CANCELLATION BY YOU | | 3.2 CANCELLATION BY YOU |
| n | (a) You may cancel your Subscription at any time. Cancellation of a monthly Subs | n | (a) You may cancel your Subscription at any time, but you must cancel your Subsc |
| cription is effective at the end of the applicable monthly period and cancellati | | ription before it renews in order to avoid billing of the next periodic Subscrip |
| on of an annual Subscription is effective at the end of the applicable annual pe | | tion Fee to your account. Cancellation of a monthly Subscription is effective at |
| riod. Please make any such cancellation by visiting here or emailing help@headsp | | the end of the applicable monthly period and cancellation of an annual Subscrip |
| ace.com. | | tion is effective at the end of the applicable annual period. Please make any su |
| | | ch cancellation by visiting here or emailing help@headspace.com. |
| (b) Please note that if you purchase a Subscription through the Apple iTunes Sto | | (b) If you cancel, you are not entitled to a refund for the fees you already pai |
| re or our iPhone application, you may cancel your Subscription by canceling auto | | d, but, subject to these Terms, you will continue to receive access to the Produ |
| matic renewal of paid In App Subscriptions by selecting Manage App Subscriptions | | cts until the end of your current subscription period. |
| in your iTunes Account settings and selecting the Subscription you want to modi | | |
| fy. If you purchase a Subscription through the Google Play store you may cancel | | |
| automatic renewals in account settings under Subscriptions in the Google Play ap | | |
| p, or according to the current process outlined by Google Play. If you purchase | | |
| a Subscription via Apple or Google, you may be subject to their additional terms | | |
| . | | |
| | | (c) If you purchased your Subscription through the Apple iTunes Store or our iPh |
| | | one application, you must cancel your Subscription by canceling automatic renewa |
| | | l of paid In App Subscriptions by selecting Manage App Subscriptions in your iTu |
| | | nes Account settings and selecting the Subscription you want to modify. If you p |
| | | urchase a Subscription through the Google Play store you may cancel automatic re |
| | | newals in account settings under Subscriptions in the Google Play app, or accord |
| | | ing to the current process outlined by Google Play. If you purchase a Subscripti |
| | | on via Apple or Google, you may be subject to their additional terms. |
| 3.3 CANCELLATION FEES | | 3.3 CANCELLATION FEES |
| Some features of the Products and Services are subject to certain cancellation f | | Some features of the Products and Services are subject to certain cancellation f |
| ees, as disclosed via the Products and Services. For example, such cancellation | | ees, as disclosed via the Products and Services. For example, such cancellation |
| fees may be owed if you miss a scheduled therapy or psychiatry session, and fail | | fees may be owed if you miss a scheduled therapy or psychiatry session, and fail |
| to provide the required advanced notice, as communicated to you in advance. We | | to provide the required advanced notice, as communicated to you in advance. We |
| may suspend or terminate access to the Products and Services for any account for | | may suspend or terminate access to the Products and Services for any account for |
| which any amount is due but unpaid. In addition to the amount due, a delinquent | | which any amount is due but unpaid. In addition to the amount due, a delinquent |
| account will be charged with fees or charges that are incidental to any chargeb | | account will be charged with fees or charges that are incidental to any chargeb |
| ack or collection of any unpaid amount, including collection fees. | | ack or collection of any unpaid amount, including collection fees. |
| 4. PROHIBITED USE OF THE PRODUCTS AND SERVICES | | 4. PROHIBITED USE OF THE PRODUCTS AND SERVICES |
| By using the Products and Services you agree not to: | | By using the Products and Services you agree not to: |
| n | (a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, | n | copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, deco |
| decompile, or disassemble the Products or Services in any way, or create derivat | | mpile, or disassemble the Products or Services in any way, or create derivative |
| ive works of the Products or Services; | | works of the Products or Services; |
| (b) record the Services, including any coaching, therapy or psychiatry session; | | record the Services, including any coaching, therapy or psychiatry session; |
| (c) use the Products or Services (or any part of them) to create any tool or sof | | use the Products or Services (or any part of them) to create any tool or softwar |
| tware product that can be used to create software applications of any nature wha | | e product that can be used to create software applications of any nature whatsoe |
| tsoever; | | ver; |
| (d) upload, post, email or otherwise send or transmit or introduce any material | | upload, post, email or otherwise send or transmit or introduce any material that |
| that contains software viruses or any other computer code, files or programs des | | contains software viruses or any other computer code, files or programs designe |
| igned to interrupt, harm, damage, destroy or limit the functionality of any comp | | d to interrupt, harm, damage, destroy or limit the functionality of any computer |
| uter software or hardware or equipment linked directly or indirectly with the Pr | | software or hardware or equipment linked directly or indirectly with the Produc |
| oducts or Services; | | ts or Services; |
| (e) interfere with the servers or networks underlying or connected to the Produc | | interfere with the servers or networks underlying or connected to the Products a |
| ts and Services or to violate any of the procedures, policies or regulations of | | nd Services or to violate any of the procedures, policies or regulations of netw |
| networks connected to the Products or Services; | | orks connected to the Products or Services; |
| (f) access the Products or Services in an unauthorized manner, including in viol | | access the Products or Services in an unauthorized manner, including in violatio |
| ation of any local, state, national or international law | | n of any local, state, national or international law; |
| (g) circumvent any territorial restrictions applied to the Products or Services; | | circumvent any territorial restrictions applied to the Products or Services; |
| (h) perform any fraudulent activity including impersonating any other person or | | perform any fraudulent activity including impersonating any other person or enti |
| entity while using the Products or Services; | | ty while using the Products or Services; |
| (i) conduct yourself in an offensive manner while using the Products or Services | | conduct yourself in an offensive manner while using the Products or Services (in |
| (including, but not limited to, bullying, harassing, or using hate speech or de | | cluding, but not limited to, bullying, harassing, or using hate speech or degrad |
| grading comments about things like race, religion, culture, sexual orientation, | | ing comments about things like race, religion, culture, sexual orientation, gend |
| gender or identity, age, disability, or serious disease); | | er or identity, age, disability, or serious disease); |
| (j) use the Products or Services for any illegal, immoral or harmful purpose (in | | use the Products or Services for any illegal, immoral or harmful purpose (includ |
| cluding, without limitation, unlawful, harassing, libelous, invasion of another’ | | ing, without limitation, unlawful, harassing, libelous, invasion of another’s pr |
| s privacy, abusive, threatening or obscene purposes); | | ivacy, abusive, threatening or obscene purposes); |
| | | use or attempt to use the Products or Services in a way that is outside of the s |
| | | cope of what our Products or Services are intended to safely and responsibly pro |
| | | vide. |
| (k) use the Products or Services for any purposes related to scientific research | | use the Products or Services for any purposes related to scientific research, an |
| , analysis or evaluation of the Products or Services without the express written | | alysis or evaluation of the Products or Services without the express written con |
| consent of Headspace; | | sent of Headspace; |
| (l) rent, lease, loan, make available to the public, sell or distribute the Prod | | rent, lease, loan, make available to the public, sell or distribute the Products |
| ucts or Services in whole or in part or use the Products or Services except for | | or Services in whole or in part or use the Products or Services except for your |
| your own personal use; | | own personal use; |
| (m) violate, or encourage others to violate, any right of a third party, includi | | violate, or encourage others to violate, any right of a third party, including b |
| ng by infringing or misappropriating any third-party intellectual property right | | y infringing or misappropriating any third-party intellectual property right; |
| ; | | |
| (n) use any automated tools or systems to extract, collect, or analyze data or c | | use any automated tools or systems to extract, collect, or analyze data or conte |
| ontent from the Products or Services for any purpose, including training machine | | nt from the Products or Services for any purpose, including training machine lea |
| learning models or large language models (LLMs) without the express written con | | rning models or large language models (LLMs) without the express written consent |
| sent of Headspace; | | of Headspace; |
| (o) sell or otherwise transfer access granted under these Terms or any Materials | | sell or otherwise transfer access granted under these Terms or any Materials (as |
| (as defined below) or any right or ability to view, access, or use any Material | | defined below) or any right or ability to view, access, or use any Materials; o |
| s; or | | r |
| (p) attempt to do any of the acts described in this Section or as otherwise proh | | attempt to do any of the acts described in this Section or as otherwise prohibit |
| ibited by these Terms or assist or permit any person in engaging in any of the a | | ed by these Terms or assist or permit any person in engaging in any of the acts |
| cts described in this Section or otherwise as prohibited by the Terms. | | described in this Section or otherwise as prohibited by the Terms. |
| We reserve the right to immediately terminate your access to or use of our Produ | | We reserve the right to immediately terminate your access to or use of our Produ |
| cts or Services if we believe, in our sole discretion, that you exhibit such beh | | cts or Services if we believe, in our sole discretion, that you exhibit such beh |
| avior or you violate or attempt to violate any laws or breach these Terms. | | avior or you violate or attempt to violate any laws or breach these Terms. |
| By breaching the provisions of this Section, you may commit a criminal offense u | | By breaching the provisions of this Section, you may commit a criminal offense u |
| nder Applicable Law. We may report any such breach to the relevant law enforceme | | nder Applicable Law. We may report any such breach to the relevant law enforceme |
| nt authorities and we may cooperate with those authorities by disclosing your id | | nt authorities and we may cooperate with those authorities by disclosing your id |
| entity to them. In the event of such a breach, your right to use the Products an | | entity to them. In the event of such a breach, your right to use the Products an |
| d Services will cease immediately. | | d Services will cease immediately. |
| We reserve the right to contact emergency services to the extent that we believe | | We reserve the right to contact emergency services to the extent that we believe |
| , at our sole discretion, that you pose an imminent threat of harm to yourself, | | , at our sole discretion, that you pose an imminent threat of harm to yourself, |
| to property, or to another person. | | to property, or to another person. |
| Subject to the limitations set forth in these Terms, Headspace grants you a limi | | Subject to the limitations set forth in these Terms, Headspace grants you a limi |
| ted, non-exclusive, non-transferable, non-sublicensable, revocable license to st | | ted, non-exclusive, non-transferable, non-sublicensable, revocable license to st |
| ream, download and make personal non-commercial use of the Products and Services | | ream, download and make personal non-commercial use of the Products and Services |
| . The Products, including the source code for the Products and any information d | | . The Products, including the source code for the Products and any information d |
| erived therefrom, is proprietary to, and constitutes the intellectual property ( | | erived therefrom, is proprietary to, and constitutes the intellectual property ( |
| including without limitation a valuable trade secret) of Headspace and its licen | | including without limitation a valuable trade secret) of Headspace and its licen |
| sors and suppliers. | | sors and suppliers. |
| 5.1 COPYRIGHT | | 5.1 COPYRIGHT |
| (a) All materials (including but not limited to software and content whether dow | | (a) All materials (including but not limited to software and content whether dow |
| nloaded or not) contained in the Products and Services (“Materials”), are owned | | nloaded or not) contained in the Products and Services (“Materials”), are owned |
| by Headspace (or our affiliates and/or third-party licensors, where applicable), | | by Headspace (or our affiliates and/or third-party licensors, where applicable), |
| unless indicated otherwise. The Materials are valuable property and that other | | unless indicated otherwise. The Materials are valuable property and that other |
| than any specific and limited license for use of such Materials, you will not ac | | than any specific and limited license for use of such Materials, you will not ac |
| quire any ownership rights in or to such Materials. The Materials may not be use | | quire any ownership rights in or to such Materials. The Materials may not be use |
| d except as provided for in these Terms, and any other relevant terms and condit | | d except as provided for in these Terms, and any other relevant terms and condit |
| ions provided to you, without our prior written consent. | | ions provided to you, without our prior written consent. |
| n | | n | |
| (b) Materials on or in the Products or Services are the property of Headspace or | | (b) Materials on or in the Products or Services are the property of Headspace or |
| third-party licensors and, without prejudice to any and all other rights and re | | third-party licensors and, without prejudice to any and all other rights and re |
| medies available, each such licensor has the right to directly enforce relevant | | medies available, each such licensor has the right to directly enforce relevant |
| provisions of Section 11 against you. | | provisions of Section 11 against you. |
| n | | n | (c) Audio or video content from Headspace not explicitly indicated as downloadab |
| | | le may not be downloaded or copied from the Products, Services or any Device. |
| (c) Audio or video content from Headspace not explicitly indicated as downloadab | | |
| le may | | |
| not be downloaded or copied from the Products, Services or any Device. | | |
| | | |
| (d) The Products and Services are not intended for your commercial use. Commerci | | (d) The Products and Services are not intended for your commercial use. Commerci |
| al advertisements, affiliate links, and other forms of solicitation may be remov | | al advertisements, affiliate links, and other forms of solicitation may be remov |
| ed by us without notice and may result in termination of privileges. You must no | | ed by us without notice and may result in termination of privileges. You must no |
| t use any part of the Materials for commercial purposes without obtaining a writ | | t use any part of the Materials for commercial purposes without obtaining a writ |
| ten license to do so from us. Materials may not be copied or distributed, or rep | | ten license to do so from us. Materials may not be copied or distributed, or rep |
| ublished, or transmitted in any way, without our prior written consent. Any unau | | ublished, or transmitted in any way, without our prior written consent. Any unau |
| thorized use or violation of these Terms immediately and automatically terminate | | thorized use or violation of these Terms immediately and automatically terminate |
| s your right to use the Products and Services and may subject you | | s your right to use the Products and Services and may subject you to legal liabi |
| | | lity. Appropriate legal action may be taken for any illegal or unauthorized use |
| | | of the Products or Services. |
| to legal liability. Appropriate legal action may be taken for any illegal or una | | |
| uthorized use of the Products or Services. | | |
| | | |
| (e) You may not otherwise download, display, copy, reproduce, distribute, modify | | (e) You may not otherwise download, display, copy, reproduce, distribute, modify |
| , perform, transfer, create derivative works from, sell or otherwise exploit any | | , perform, transfer, create derivative works from, sell or otherwise exploit any |
| content, code, data or materials in the Products or Services. If you make other | | content, code, data or materials in the Products or Services. If you make other |
| use of the Products or Services, or the content, code, data or materials thereo | | use of the Products or Services, or the content, code, data or materials thereo |
| n, except as otherwise provided above, you may violate copyright and other laws | | n, 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 | | of the United States, other countries, as well as applicable state laws and may |
| be subject to liability for such unauthorized use. Headspace will enforce its in | | be subject to liability for such unauthorized use. Headspace will enforce its in |
| tellectual property rights to the fullest extent of the law, including the seeki | | tellectual property rights to the fullest extent of the law, including the seeki |
| ng of criminal prosecution. | | ng of criminal prosecution. |
| n | | n | |
| 5.2 TRADEMARKS | | 5.2 TRADEMARKS |
| n | Headspace®, the Headspace logo and all other Headspace product or service marks | n | Headspace®, the Headspace logo and all other Headspace product or service marks |
| are trademarks of Headspace. All intellectual property, other trademarks, logos, | | are trademarks of Headspace. All intellectual property, other trademarks, logos, |
| images, product and company names displayed or referred to on or in the Product | | images, |
| s and Services are the property of their respective owners. Nothing grants you a | | |
| ny license or right to use, alter or remove or copy such material. Your misuse o | | |
| f the trademarks displayed or referred to on or in the Products and Services is | | |
| strictly prohibited. Headspace will enforce its trademark rights to the fullest | | |
| extent of the law, including the seeking of criminal prosecution. | | |
| | | product and company names displayed or referred to on or in the Products and Ser |
| | | vices are the property of their respective owners. Nothing grants you any licens |
| | | e or right to use, alter or remove or copy such material. Your misuse of the tra |
| | | demarks displayed or referred to on or in the Products and Services is strictly |
| | | prohibited. Headspace will enforce its trademark rights to the fullest extent of |
| | | the law, including the seeking of criminal prosecution. |
| 6. AVAILABILITY OF PRODUCTS AND SERVICES | | 6. AVAILABILITY OF PRODUCTS AND SERVICES |
| Although we aim to offer you the best service possible, we make no promise that | | Although we aim to offer you the best service possible, we make no promise that |
| the Products and Services will meet your requirements and we cannot guarantee th | | the Products and Services will meet your requirements and we cannot guarantee th |
| at the Products and Services will be fault free. If a fault occurs in the Produc | | at the Products and Services will be fault free. If a fault occurs in the Produc |
| ts or Services, please report it to us at help@headspace.com and we will review | | ts or Services, please report it to us at help@headspace.com and we will review |
| your concern and, where we determine it is appropriate to do so, correct the fau | | your concern and, where we determine it is appropriate to do so, correct the fau |
| lt. If the need arises, we may suspend access to the Products and Services while | | lt. If the need arises, we may suspend access to the Products and Services while |
| we address the fault. We will not be liable to you if the Products and Services | | we address the fault. We will not be liable to you if the Products and Services |
| are unavailable for a commercially reasonable period of time. | | are unavailable for a commercially reasonable period of time. |
| n | | n | |
| Your access to the Products and Services may be occasionally restricted to allow | | Your access to the Products and Services may be occasionally restricted to allow |
| for repairs, maintenance or the introduction of new Services or Products. We wi | | for repairs, maintenance or the introduction of new Services or Products. We wi |
| ll restore the Products and Services as soon as we reasonably can. In the event | | ll restore the Products and Services as soon as we reasonably can. In the event |
| that the Products and Services are unavailable, our usual Order and cancellation | | that the Products and Services are unavailable, our usual Order and cancellation |
| deadlines apply; please notify us of changes to your Order by emailing help@hea | | deadlines apply; please notify us of changes to your Order by emailing help@hea |
| dspace.com. | | dspace.com. |
| n | | n | |
| We may change or discontinue, temporarily or permanently, any feature, component | | We may change or discontinue, temporarily or permanently, any feature, component |
| , or content of the Products or Services at any time without notice to you. We r | | , or content of the Products or Services at any time without notice to you. We r |
| eserve the right to determine the timing and content of software updates, which | | eserve the right to determine the timing and content of software updates, which |
| may be automatically downloaded and installed by us, without prior notice to you | | may be automatically downloaded and installed by us, without prior notice to you |
| . Apart from the pro rata refund of any prepaid fees in Section 3.1, you agree t | | . Apart from the pro rata refund of any prepaid fees in Section 3.1, you agree t |
| hat Headspace will not be liable to you for any unavailability, modification, su | | hat Headspace will not be liable to you for any unavailability, modification, su |
| spension or discontinuance of any feature or component of the Products and Servi | | spension or discontinuance of any feature or component of the Products and Servi |
| ces. | | ces. |
| n | | n | |
| Notwithstanding anything to the contrary in these Terms, Headspace’s affiliated | | Notwithstanding anything to the contrary in these Terms, Headspace’s affiliated |
| medical providers and partners, such as Ginger.io of California Medical P.C., wi | | medical providers and partners, such as Headspace Medical Group (CA) P.C., will |
| ll retain coaching records and medical records (as applicable) with respect to y | | retain coaching records and medical records (as applicable) with respect to your |
| our use of the Services for a period of ten years from the date of your last use | | use of the Services for a period of ten years from the date of your last use of |
| of the Service or as required by Applicable Law, and provide you access thereto | | the Service or as required by Applicable Law, and provide you access thereto in |
| in accordance with Applicable Law. | | accordance with Applicable Law. |
| 7. USER MATERIAL | | 7. USER MATERIAL |
| n | 7.1 The Products and Services may let you submit material to us, for example, yo | n | The Products and Services may let you submit material to us, for example, you ma |
| u may be able to post comments or images in certain functions or features of the | | y be able to post comments or images in certain functions or features of the Pro |
| Product or Services. “User Material” refers to any publicly available material | | duct or Services. “User Material” refers to any publicly available material of a |
| of any kind that you submit to us, including text, files, images, photos, video, | | ny kind that you submit to us, including text, files, images, photos, video, sou |
| sounds and musical or literary works. User Material does not include the accoun | | nds and musical or literary works. User Material does not include the account in |
| t information, Product or Service purchase, or Product or Service use informatio | | formation, Product or Service purchase, or Product or Service use information wh |
| n which you provide in registering for and using Products or Services. If you re | | ich you provide in registering for and using Products or Services. If you review |
| view or submit User Material, you are agreeing to do so in accordance with these | | or submit User Material, you are agreeing to do so in accordance with these Ter |
| Terms. If you do not want to review or submit User Material in accordance with | | ms. If you do not want to review or submit User Material in accordance with thes |
| these Terms, then you should not do so. | | e Terms, then you should not do so. |
| | | We do not systematically review all User Material submitted by you or other user |
| | | s. However, we reserve the right to, and may from time to time, monitor any and |
| | | all information transmitted or received through the Products or Services for ope |
| | | rational and other purposes. If at any time we choose to monitor such informatio |
| | | n, we assume no responsibility or liability for content or any loss or damage in |
| | | curred as a result of the use of content. During monitoring, information may be |
| | | examined, recorded, copied, and used in accordance with our Privacy Policy. We a |
| | | re 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. |
| 7.2 We do not systematically review all User Material submitted by you or other | | We reserve the right, in our sole discretion, to refuse to post or to remove or |
| users. However, we reserve the right to, and may from time to time, monitor any | | edit any of your User Material, or to restrict, suspend, or terminate your acces |
| and all information transmitted or received through the Products or Services for | | s to all or any part of the Products or Services, particularly where User Materi |
| operational and other purposes. If at any time we choose to monitor such inform | | al breaches this Section, and we may do this with or without giving you any prio |
| ation, we assume no responsibility or liability for content or any loss or damag | | r notice. |
| e incurred as a result of the use of content. During monitoring, information may | | |
| be examined, recorded, copied, and used in accordance with our Privacy Policy. | | |
| We are not responsible for the content of User Material provided by you or any o | | |
| ther user. We do not | | |
| necessarily endorse any opinion contained in such material. We make no warrantie | | We may link User Material or parts of User Material to other material, includin |
| s or representations, express or implied, about User Material, including as to i | | g material submitted by other users or created by Headspace or other third parti |
| ts legality or accuracy. | | es. We may use User Material for our internal business purposes, for example, to |
| | | examine trends or categories or to promote, market or advertise Headspace. We m |
| | | ay indirectly commercially benefit from use of your User Material. |
| | | |
| 7.3 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 a | | |
| ccess to all or any part of the Products or Services, particularly where User Ma | | |
| terial breaches this Section, and we may do this with or without giving you any | | |
| prior notice. | | |
| | | |
| 7.4 We may link User Material or parts of User Material to other material, inclu | | |
| ding material submitted by other users or created by Headspace or other third pa | | |
| rties. We may use User Material for our internal business purposes, for example, | | |
| to examine trends or categories or to promote, market or advertise Headspace. W | | |
| e may indirectly commercially benefit from use of your User Material. | | |
| | | |
| 7.5 Each time you submit User Material to us, you represent and warrant to us as | | Each time you submit User Material to us, you represent and warrant to us as fol |
| follows: | | lows: |
| (a) You own your User Material or have the right to submit it, and in submitting | | You own your User Material or have the right to submit it, and in submitting it |
| it you will not be infringing any rights of any third party, including intellec | | you will not be infringing any rights of any third party, including intellectual |
| tual property rights (such as copyright or trademark), privacy or publicity righ | | property rights (such as copyright or trademark), privacy or publicity rights, |
| ts, rights of confidentiality or rights under contract. | | rights of confidentiality or rights under contract. |
| (b) Your User Material is not illegal, obscene, defamatory, threatening, pornogr | | Your User Material is not illegal, obscene, defamatory, threatening, pornographi |
| aphic, harassing, hateful, racially or ethnically offensive, and does not encour | | c, harassing, hateful, racially or ethnically offensive, and does not encourage |
| age conduct that would be considered a criminal offense, and does not give rise | | conduct that would be considered a criminal offense, and does not give rise to c |
| to civil liability, violate any law, or is otherwise deemed inappropriate. | | ivil liability, violate any law, or is otherwise deemed inappropriate. |
| (c) Your User Material does not advertise any product or service or solicit any | | Your User Material does not advertise any product or service or solicit any busi |
| business. | | ness. |
| (d) Your User Material does not identify any individual (including by way or nam | | Your User Material does not identify any individual (including by way or name, a |
| e, address or a still picture or video) under the age of 18 and if User Material | | ddress or a still picture or video) under the age of 18 and if User Material ide |
| identifies any individual over the age of 18, you have that person’s consent to | | ntifies any individual over the age of 18, you have that person’s consent to bei |
| being identified in exactly that way in your User Material; and in submitting y | | ng identified in exactly that way in your User Material; and in submitting your |
| our User Material you are not impersonating any other person. | | User Material you are not impersonating any other person. |
| (e) You will not collect email addresses of users for the purpose of sending uns | | You will not collect email addresses of users for the purpose of sending unsolic |
| olicited email. | | ited email. |
| (f) You will not engage in criminal or tortious activity, including fraud, spamm | | You will not engage in criminal or tortious activity, including fraud, spamming, |
| ing, spimming, sending of viruses or other harmful files, copyright infringement | | spimming, sending of viruses or other harmful files, copyright infringement, pa |
| , patent infringement, or theft of trade secrets or attempt to impersonate anoth | | tent infringement, or theft of trade secrets or attempt to impersonate another u |
| er user or person. | | ser or person. |
| (g) You will not engage in any automated use of the system, such as using script | | You will not engage in any automated use of the system, such as using scripts to |
| s to alter our content. | | alter our content. |
| (h) You will not access, tamper with, or use non-public areas of the Products or | | You will not access, tamper with, or use non-public areas of the Products or Ser |
| Services, Headspace’s computer systems, or the technical delivery systems of He | | vices, Headspace’s computer systems, or the technical delivery systems of Headsp |
| adspace’s providers. | | ace’s providers. |
| (i) Except as necessary to maintain your own computer security by use of commerc | | Except as necessary to maintain your own computer security by use of commercial- |
| ial-off-the-shelf antivirus or anti-malware products, you will not attempt to pr | | off-the-shelf antivirus or anti-malware products, you will not attempt to probe, |
| obe, scan, or test the vulnerability of the Products or Services or any other He | | scan, or test the vulnerability of the Products or Services or any other Headsp |
| adspace system or network or breach any security or authentication measures. | | ace system or network or breach any security or authentication measures. |
| | | |
| 7.6 We are entitled to identify you to third parties who claim that their rights | | We are entitled to identify you to third parties who claim that their rights hav |
| have been infringed by User Material you have submitted. | | e been infringed by User Material you have submitted. |
| | | 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. However, by submitting User Materi |
| | | al you hereby grant Headspace an irrevocable, perpetual, non-exclusive, royalty |
| | | free, worldwide license to use, telecast, copy, perform, display, edit, distribu |
| | | te and otherwise exploit the User Material you post on the Products, or any port |
| | | ion thereof, and any ideas, concepts, or know how contained in the User Material |
| | | , with or without attribution, and without the requirement of any permission fro |
| | | m or payment to you or to any other person or entity, in any manner (including, |
| | | without limitation, for commercial, publicity, trade, promotional, or advertisin |
| | | g purposes) and in any and all media now known or hereafter devised, and to prep |
| | | are derivative works of, or incorporate into other works, such User Material, an |
| | | d to grant and authorize sublicenses of the foregoing without any payment of mon |
| | | ey or any other form of consideration to you or to any third party. Headspace ma |
| | | y include your User Material in Headspace’s distribution content that is made av |
| | | ailable to others through the Products. Be aware that Headspace has no control o |
| | | ver User Material once it leaves the Products, and it is possible that others ma |
| | | y duplicate material found on the Products, including, but not limited to, on ot |
| | | her sites on the Internet. You represent and warrant that you own or otherwise c |
| | | ontrol the rights to your User Material. You agree to indemnify Headspace and it |
| | | s affiliates for all claims arising from or in connection with any claims to any |
| | | rights in your User Material or any damages arising from your User Material. |
| 7.7 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. However, by submitting User Ma | | |
| terial you hereby grant Headspace an irrevocable, perpetual, non-exclusive, roya | | |
| lty free, worldwide license to use, telecast, copy, perform, display, edit, dist | | |
| ribute and otherwise exploit the User Material you post on the Products, or any | | |
| portion thereof, and any ideas, concepts, or know how contained in the User Mate | | |
| rial, 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 (includi | | |
| ng, without limitation, for commercial, publicity, trade, promotional, or advert | | |
| ising purposes) and in any and all media now known or hereafter devised, and to | | |
| prepare derivative works of, or incorporate into other works, such User Material | | |
| , 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. Headspac | | |
| e may include your User Material in Headspace’s distribution content that is mad | | |
| e available to others through the Products. Be aware that Headspace has no contr | | |
| ol over User Material once it leaves the Products, and it is possible that other | | |
| s may duplicate material found on the Products, including, but not limited to, o | | |
| n other sites on the Internet. You represent and warrant that you own or otherwi | | |
| se control the rights to your User Material. You agree to indemnify Headspace an | | |
| d its affiliates for all claims arising from or in connection with any claims to | | |
| any rights in your User Material or any damages arising from your User Material | | |
| . | | |
| | | |
| 7.8 Any inquiries, feedback, suggestions, ideas, other information which is not | | Any inquiries, feedback, suggestions, ideas, other information which is not part |
| part of your use of the Products and Services or User Material that you provide | | of your use of the Products and Services or User Material that you provide to u |
| to us (collectively, “Submissions”) will be treated as non-proprietary and non-c | | s (collectively, “Submissions”) will be treated as non-proprietary and non-confi |
| onfidential. By transmitting, uploading, posting, e-mailing, or otherwise submit | | dential. By transmitting, uploading, posting, e-mailing, or otherwise submitting |
| ting Submissions to the Products and Services, you grant, and you represent and | | Submissions to the Products and Services, you grant, and you represent and warr |
| warrant that you have the right to grant, to Headspace an irrevocable, perpetual | | ant that you have the right to grant, to Headspace an irrevocable, perpetual, no |
| , non-exclusive, royalty free, worldwide license to use, telecast, copy, perform | | n-exclusive, royalty free, worldwide license to use, telecast, copy, perform, di |
| , display, edit, distribute and otherwise exploit the Submissions, or any portio | | splay, edit, distribute and otherwise exploit the Submissions, or any portion th |
| n thereof and any ideas, concepts, or know how contained in the Submissions, wit | | ereof and any ideas, concepts, or know how contained in the Submissions, with or |
| h or without attribution, and without the requirement of any permission from or | | without attribution, and without the requirement of any permission from or paym |
| payment to you or to any other person or entity, in any manner (including, witho | | ent to you or to any other person or entity, in any manner (including, without l |
| ut limitation, for commercial, publicity, trade, promotional, or advertising pur | | imitation, for commercial, publicity, trade, promotional, or advertising purpose |
| poses) and in any and all media now known or hereafter devised, and to prepare d | | s) and in any and all media now known or hereafter devised, and to prepare deriv |
| erivative works of, or incorporate into other works, such Submissions, and to gr | | ative works of, or incorporate into other works, such Submissions, and to grant |
| ant and authorize sublicenses of the foregoing without any payment of money or a | | and authorize sublicenses of the foregoing without any payment of money or any o |
| ny other form of consideration to you or to any third party. You also acknowledg | | ther form of consideration to you or to any third party. You also acknowledge th |
| e that your Submissions will not be returned to you and that Headspace has no ob | | at your Submissions will not be returned to you and that Headspace has no obliga |
| ligation to acknowledge receipt of or respond to any Submissions. If you make a | | tion to acknowledge receipt of or respond to any Submissions. If you make a Subm |
| Submission, you represent and warrant that you own or otherwise control the righ | | ission, you represent and warrant that you own or otherwise control the rights t |
| ts to your Submission. You agree to indemnify Headspace and its affiliates for a | | o your Submission. You agree to indemnify Headspace and its affiliates for all c |
| ll claims arising from or in connection with any claims to any rights in any Sub | | laims arising from or in connection with any claims to any rights in any Submiss |
| mission or any damages arising from any Submission. | | ion or any damages arising from any Submission. |
| 8. THIRD PARTY TERMS AND LINKS | | 8. THIRD PARTY TERMS AND LINKS |
| n | 8.1 At times, we may contract with a third party to support the Products or Serv | n | At times, we may contract with a third party to support the Products or Services |
| ices we offer to you or to directly provide Services to you, such as Employee As | | we offer to you or to directly provide Services to you, such as Employee Assist |
| sistance Program (“EAP”) services. In such instances, your use of the third part | | ance Program (“EAP”) services. In such instances, your use of the third party’s |
| y’s products or services will be subject to their applicable terms of service an | | products or services will be subject to their applicable terms of service and pr |
| d privacy policy, which will be presented to you upon engagement with their prod | | ivacy policy, which will be presented to you upon engagement with their product |
| uct or service. To the extent that there is a conflict between these Terms and t | | or service. To the extent that there is a conflict between these Terms and the t |
| he terms of use for any of our third-party contracted entities, the third-party | | erms of use for any of our third-party contracted entities, the third-party term |
| terms will apply. We reserve the right to change third-party providers in our so | | s will apply. We reserve the right to change third-party providers in our sole d |
| le discretion. | | iscretion. |
| 8.2 The Products and Services may integrate, be integrated into, or be provided | | The Products and Services may integrate, be integrated into, or be provided in c |
| in connection with third-party products, services and content. As part of such i | | onnection with third-party products, services and content. As part of such integ |
| ntegration we may transfer your information to the applicable third party servic | | ration we may transfer your information to the applicable third party service. T |
| e. These third-party services are not under our control, and, to the fullest ext | | hese third-party services are not under our control, and, to the fullest extent |
| ent permitted by law, we are not responsible for any third party service’s use o | | permitted by law, we are not responsible for any third party service’s use of yo |
| f your exported information. | | ur exported information. |
| 8.3 We may provide links to other websites or services for you to access. Any ac | | We may provide links to other websites or services for you to access. Any access |
| cess is at your sole discretion and for your information only. We do not review | | is at your sole discretion and for your information only. We do not review or e |
| or endorse any of those third-party websites or services. We are not responsible | | ndorse any of those third-party websites or services. We are not responsible in |
| in any way for: (a) the availability of; (b) the privacy practices of; (c) the | | any way for: (a) the availability of; (b) the privacy practices of; (c) the cont |
| content, advertising, products, goods or other materials or resources on or avai | | ent, advertising, products, goods or other materials or resources on or availabl |
| lable from; or (d) the use to which others make of these other websites or servi | | e from; or (d) the use to which others make of these other websites or services. |
| ces. We are also not responsible for any damage, loss or offense caused or alleg | | We are also not responsible for any damage, loss or offense caused or alleged t |
| ed to be caused by, or in connection with, the use of or reliance on such websit | | o be caused by, or in connection with, the use of or reliance on such websites o |
| es or services. | | r services. |
| 8.4 You may link to our home page, provided you do so in a way that is fair and | | You may link to our home page, provided you do so in a way that is fair and lega |
| legal and does not damage our reputation or take advantage of it, but you must n | | l and does not damage our reputation or take advantage of it, but you must not e |
| ot establish a link in such a way as to suggest any form of association, approva | | stablish a link in such a way as to suggest any form of association, approval or |
| l or endorsement on our part where none exists. You must not establish a link fr | | endorsement on our part where none exists. You must not establish a link from a |
| om any website that is not owned by you. The Products and Services must not be f | | ny website that is not owned by you. The Products and Services must not be frame |
| ramed on any other website, nor may you create a link to any part of the Product | | d on any other website, nor may you create a link to any part of the Products an |
| s and Services unless you have written consent to do so from Headspace. We reser | | d Services unless you have written consent to do so from Headspace. We reserve t |
| ve the right to withdraw linking permission with written notice. The website fro | | he right to withdraw linking permission with written notice. The website from wh |
| m which you are linking must comply in all respects with Section 4. If you wish | | ich you are linking must comply in all respects with Section 4. If you wish to m |
| to make any use of material on or in the Products or Services other than that se | | ake any use of material on or in the Products or Services other than that set ou |
| t out above, please address your request to help@headspace.com. | | t above, please address your request to help@headspace.com. |
| 9. ASSUMPTION OF RISK | | 9. ASSUMPTION OF RISK |
| By granting you the right to use the Products or Services, the Headspace Entitie | | By granting you the right to use the Products or Services, the Headspace Entitie |
| s (as defined in Section 15) do not assume any obligation or liability with resp | | s (as defined in Section 15) do not assume any obligation or liability with resp |
| ect to your health or your physical activity or condition. In no event will the | | ect to your health or your physical activity or condition. In no event will the |
| Headspace Entities be liable for any death or bodily injury that you suffer, or | | Headspace Entities be liable for any death or bodily injury that you suffer, or |
| that you cause to any third party, in connection with your use of the Products o | | that you cause to any third party, in connection with your use of the Products o |
| r Services or any activity you undertake in connection therewith. As between you | | r Services or any activity you undertake in connection therewith. As between you |
| and the Headspace Entities, you are solely responsible for your use of the Prod | | and the Headspace Entities, you are solely responsible for your use of the Prod |
| ucts and Services and your health and medical conditions and treatment related t | | ucts and Services and your health and medical conditions and treatment related t |
| hereto. The Headspace Entities will have no liability for any unauthorized discl | | hereto. The Headspace Entities will have no liability for any unauthorized discl |
| osure of your personally identifiable information caused by your actions or omis | | osure of your personally identifiable information caused by your actions or omis |
| sions. | | sions. |
| EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT: | | EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT: |
| n | (a) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT Y | n | IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR |
| OUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSE | | HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, |
| LF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXP | | PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXPERIE |
| ERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCA | | NCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCAL EQ |
| L EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM; | | UIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM; |
| (b) HEADSPACE (WITH THE EXCEPTION OF ITS AFFILIATED MEDICAL PROVIDERS) IS NOT A | | HEADSPACE (WITH THE EXCEPTION OF ITS AFFILIATED MEDICAL PROVIDERS) IS NOT A LICE |
| LICENSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR D | | NSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGN |
| IAGNOSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT O | | OSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A |
| N A MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER; | | MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER; |
| (c) HEADSPACE IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MA | | HEADSPACE IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MAY NO |
| Y NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITIO | | T CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR |
| N OR TREATMENT; | | TREATMENT; |
| (d) ANY WRITTEN MATERIAL PROVIDED BY HEADSPACE AND NOT BY ITS AFFILIATED MEDICAL | | ANY WRITTEN MATERIAL PROVIDED BY HEADSPACE AND NOT BY ITS AFFILIATED MEDICAL PRO |
| PROVIDERS THROUGH THE PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY | | VIDERS THROUGH THE PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND |
| AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN O | | IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OT |
| R OTHER HEALTHCARE PROVIDER; | | HER HEALTHCARE PROVIDER; |
| (e) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A | | YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDI |
| MEDICAL CONDITION; | | CAL CONDITION; |
| (f) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE O | | NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SO |
| F SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES; | | METHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES; |
| (g) THE HEADSPACE ENTITIES ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RES | | THE HEADSPACE ENTITIES ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARC |
| EARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS OR SERVI | | H/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS OR SERVICES; |
| CES; AND | | AND |
| (h) THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EF | | THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECT |
| FECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR AS GENERATED B | | IVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR AS GENERATED BY TH |
| Y THE PRODUCTS. | | E PRODUCTS. |
| 9.1 Meditation Assumption of Risk | | 9.1 Meditation Assumption of Risk |
| While there is research that meditation can assist in the prevention and recover | | While there is research that meditation can assist in the prevention and recover |
| y process for a wide array of conditions as well as in improving some performanc | | y process for a wide array of conditions as well as in improving some performanc |
| e and relationship issues, Headspace makes no guarantees that the Products and S | | e and relationship issues, Headspace makes no guarantees that the Products and S |
| ervices provide a physical or therapeutic benefit. There have been rare reports | | ervices provide a physical or therapeutic benefit. There have been rare reports |
| where people with certain psychiatric conditions like anxiety and depression hav | | where people with certain psychiatric conditions like anxiety and depression hav |
| e experienced worsening conditions in conjunction with intensive meditation prac | | e experienced worsening conditions in conjunction with intensive meditation prac |
| tice. People with existing mental health conditions should speak with their heal | | tice. People with existing mental health conditions should speak with their heal |
| th care providers before starting a meditation practice. | | th care providers before starting a meditation practice. |
| 9.2 Coaching Assumption of Risk | | 9.2 Coaching Assumption of Risk |
| If you access and engage with our mental health coaching service, you will work | | If you access and engage with our mental health coaching service, you will work |
| with mental health coaches who will provide personal support, encouragement and | | with mental health coaches who will provide personal support, encouragement and |
| motivation (“Coaches”). The Coaches who provide the mental health coaching servi | | motivation (“Coaches”). The Coaches who provide the mental health coaching servi |
| ces do not provide medical advice, professional clinical counseling or other cli | | ces do not provide medical advice, professional clinical counseling or other cli |
| nical or psychotherapy services. None of the advice provided by the Coaches, the | | nical or psychotherapy services. None of the advice provided by the Coaches, the |
| Website or the Products should be considered medical or clinical advice and non | | Website or the Products should be considered medical or clinical advice and non |
| e of such information is intended as medical or clinical advice. You should alwa | | e of such information is intended as medical or clinical advice. You should alwa |
| ys talk to your physician or other healthcare professionals for diagnosis and tr | | ys talk to your physician or other healthcare professionals for diagnosis and tr |
| eatment, including information regarding which drugs or treatment may be appropr | | eatment, including information regarding which drugs or treatment may be appropr |
| iate for you. Do not disregard professional medical advice or delay seeking prof | | iate for you. Do not disregard professional medical advice or delay seeking prof |
| essional advice because of information you have read on our Website, Apps or rec | | essional advice because of information you have read on our Website, Apps or rec |
| eived through a Coach. Do not stop taking any medications without speaking to yo | | eived through a Coach. Do not stop taking any medications without speaking to yo |
| ur physician or other healthcare professional. The information provided in or th | | ur physician or other healthcare professional. The information provided in or th |
| rough our Website, Apps or the Coaches is not intended to be a substitute for pr | | rough our Website, Apps or the Coaches is not intended to be a substitute for pr |
| ofessional medical advice, diagnosis or treatment that can be provided by your d | | ofessional medical advice, diagnosis or treatment that can be provided by your d |
| octor or physician, nurse, or any other medical or clinical healthcare professio | | octor or physician, nurse, or any other medical or clinical healthcare professio |
| nal. | | nal. |
| 9.3 Ebb and AI Assumption of Risk | | 9.3 Ebb and AI Assumption of Risk |
| n | If you access and engage with our AI Companion, Ebb, you will have access to an | n | If you access and engage with our AI Companion, Ebb, you will have access to an |
| AI chat feature that allows you to undertake self-reflection and self-exploratio | | AI chat feature that allows you to undertake self-reflection and self-exploratio |
| n. Learn more about Headspace’s approach to using AI here. Ebb is an AI technolo | | n. Learn more about Headspace’s approach to using AI here. Ebb is intended to be |
| gy, not a human. Ebb does not provide medical advice, or mental health services | | used only by individuals 18 years or older. Ebb is an AI technology, not a huma |
| and is not a substitute for professional medical advice or mental health service | | n. Ebb does not provide medical advice, or mental health services and is not a s |
| s. None of the advice provided by Ebb, the Website or the Products should be con | | ubstitute for professional medical advice or mental health services. None of the |
| sidered medical or clinical advice and none of such information is intended as m | | advice provided by Ebb, the Website or the Products should be considered medica |
| edical or clinical advice. You should always talk to your physician or other hea | | l or clinical advice and none of such information is intended as medical or clin |
| lthcare professionals for diagnosis and treatment, including information regardi | | ical advice. You should always talk to your physician or other healthcare profes |
| ng which drugs or treatment may be appropriate for you. Do not disregard profess | | sionals for diagnosis and treatment, including information regarding which drugs |
| ional medical advice or delay seeking professional advice because of information | | or treatment may be appropriate for you. Do not disregard professional medical |
| you have read on our Website, Apps or received from Ebb. Do not stop taking any | | advice or delay seeking professional advice because of information you have read |
| medications without speaking to your physician or other healthcare professional | | on our Website, Apps or received from Ebb. Do not stop taking any medications w |
| . | | ithout speaking to your physician or other healthcare professional. |
| 10. WARRANTIES AND DISCLAIMERS | | 10. WARRANTIES AND DISCLAIMERS |
| n | 10.1 THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH T | n | THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PR |
| HE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HE | | ODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HEADSPA |
| ADSPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATI | | CE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO |
| NG TO THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH | | THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE P |
| THE PRODUCTS AND SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILIT | | RODUCTS AND SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FI |
| Y, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT | | TNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND |
| ; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADSP | | (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADSPACE D |
| ACE DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES OR ANY PORTION OF THE PRODUC | | OES NOT WARRANT THAT THE PRODUCTS AND SERVICES OR ANY PORTION OF THE PRODUCTS AN |
| TS AND SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS AND SE | | D SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS AND SERVICE |
| RVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMP | | S, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENT |
| ONENTS, AND HEADSPACE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTE | | S, AND HEADSPACE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO |
| D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE P | | ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PRODUC |
| RODUCTS OR SERVICES OR HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE | | TS OR SERVICES OR HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROU |
| THROUGH THE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE | | GH THE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE HEADS |
| HEADSPACE ENTITIES OR THE PRODUCTS AND SERVICES THAT IS NOT EXPRESSLY STATED IN | | PACE ENTITIES OR THE PRODUCTS AND SERVICES THAT IS NOT EXPRESSLY STATED IN THESE |
| THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS A | | TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS AND SE |
| ND SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR | | RVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY |
| ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE US | | DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN |
| ED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSI | | CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS A |
| ONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW | | ND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. |
| . | | |
| APPLICABLE LAW IN SOME JURISDICTIONS MAY IMPLY WARRANTIES, CONDITIONS, OR GUARAN | | APPLICABLE LAW IN SOME JURISDICTIONS MAY IMPLY WARRANTIES, CONDITIONS, OR GUARAN |
| TEES OR IMPOSE OBLIGATIONS WHICH PROVIDE YOU WITH CERTAIN CONSUMER RIGHTS. THESE | | TEES OR IMPOSE OBLIGATIONS WHICH PROVIDE YOU WITH CERTAIN CONSUMER RIGHTS. THESE |
| TERMS ARE IN NO WAY INTENDED TO RESTRICT THOSE RIGHTS AND HEADSPACE DOES NOT DI | | TERMS ARE IN NO WAY INTENDED TO RESTRICT THOSE RIGHTS AND HEADSPACE DOES NOT DI |
| SCLAIM ANY WARRANTY OR OTHER RIGHT THAT HEADSPACE IS PROHIBITED FROM DISCLAIMING | | SCLAIM ANY WARRANTY OR OTHER RIGHT THAT HEADSPACE IS PROHIBITED FROM DISCLAIMING |
| UNDER APPLICABLE LAW. | | UNDER APPLICABLE LAW. |
| n | 10.2 Headspace’s meditation, mindfulness, sleep and movement content and mental | n | Headspace’s meditation, mindfulness, sleep and movement content and mental healt |
| health coaching should not be considered health care, a medical device, or consi | | h coaching should not be considered health care, a medical device, or considered |
| dered medical advice. Only your physician or other health care provider can prov | | medical advice. Only your physician or other health care provider can provide m |
| ide medical advice. The advice and other materials we make available are intende | | edical advice. The advice and other materials we make available are intended to |
| d to support the relationship between you and your healthcare providers and not | | support the relationship between you and your healthcare providers and not repla |
| replace it. We are not liable or responsible for any consequences of your having | | ce it. We are not liable or responsible for any consequences of your having read |
| read or been told about such advice or other materials as you assume full respo | | or been told about such advice or other materials as you assume full responsibi |
| nsibility for your decisions and actions. In particular, to the fullest extent p | | lity for your decisions and actions. In particular, to the fullest extent permit |
| ermitted by law, we make no representation or warranties about the accuracy, com | | ted by law, we make no representation or warranties about the accuracy, complete |
| pleteness, or suitability for any purpose of the advice, other materials and inf | | ness, or suitability for any purpose of the advice, other materials and informat |
| ormation published as part of the Products and Services. | | ion published as part of the Products and Services. |
| 10.3 To the extent that you participate in any movement content featured in the | | To the extent that you participate in any movement content featured in the Produ |
| Products or Services, you represent and warrant that you are in adequate physica | | cts or Services, you represent and warrant that you are in adequate physical hea |
| l health to perform such activities and have no disability or condition that wou | | lth to perform such activities and have no disability or condition that would ma |
| ld make such movement dangerous. You should consult a licensed physician prior t | | ke such movement dangerous. You should consult a licensed physician prior to beg |
| o beginning or modifying any exercise program that you undertake especially if y | | inning or modifying any exercise program that you undertake especially if you ha |
| ou have a prior injury, a history of heart disease, high blood pressure, other c | | ve a prior injury, a history of heart disease, high blood pressure, other chroni |
| hronic illness, or condition. You acknowledge that Headspace has advised you of | | c illness, or condition. You acknowledge that Headspace has advised you of the n |
| the necessity of doing so. | | ecessity of doing so. |
| 11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE | | 11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE |
| n | 11.1 We are committed to complying with copyright and related laws, and we requi | n | We are committed to complying with copyright and related laws, and we require al |
| re all users of the Products and Services to do the same. This means you may not | | l users of the Products and Services to do the same. This means you may not stor |
| store any material or content on, or disseminate any material or content over, | | e any material or content on, or disseminate any material or content over, the P |
| the Products or Services in any manner that infringes of third-party intellectua | | roducts or Services in any manner that infringes of third-party intellectual pro |
| l property rights, including rights granted by copyright law. You may not post, | | perty rights, including rights granted by copyright law. You may not post, modif |
| modify, distribute, or reproduce in any way any copyrighted material, trademarks | | y, distribute, or reproduce in any way any copyrighted material, trademarks, or |
| , or other proprietary information belonging to others without obtaining the pri | | other proprietary information belonging to others without obtaining the prior wr |
| or written consent of the owner of such proprietary rights. It is our policy to | | itten consent of the owner of such proprietary rights. It is our policy to termi |
| terminate privileges of any user who repeatedly infringes the copyright rights o | | nate privileges of any user who repeatedly infringes the copyright rights of oth |
| f others upon receipt of proper notification to us by the copyright owner or the | | ers upon receipt of proper notification to us by the copyright owner or the copy |
| copyright owner’s legal agent. | | right owner’s legal agent. |
| | | |
| 11.2 Owners of copyrighted works in the United States who believe that their rig | | Owners of copyrighted works in the United States who believe that their rights u |
| hts under copyright law have been infringed may take advantage of certain provis | | nder copyright law have been infringed may take advantage of certain provisions |
| ions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report a | | of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report allege |
| lleged infringements. | | d infringements. |
| | | |
| 11.3 If you feel that a posted message is objectionable or infringing, we encour | | If you feel that a posted message is objectionable or infringing, we encourage y |
| age you to contact us immediately. Upon our receipt of a proper notice of claime | | ou to contact us immediately. Upon our receipt of a proper notice of claimed inf |
| d infringement under the DMCA, we will respond expeditiously to remove, or disab | | ringement under the DMCA, we will respond expeditiously to remove, or disable ac |
| le access to, the material claimed to be infringing and will follow the procedur | | cess to, the material claimed to be infringing and will follow the procedures sp |
| es specified in the DMCA to resolve the claim between the notifying party and th | | ecified in the DMCA to resolve the claim between the notifying party and the all |
| e alleged infringer who provided the content in issue. Our designated agent (i.e | | eged infringer who provided the content in issue. Our designated agent (i.e., th |
| ., the proper party) to whom you should address such notice is listed below. | | e proper party) to whom you should address such notice is listed below. |
| | | |
| 11.4 If you believe that your work has been copied and posted on the Products or | | If you believe that your work has been copied and posted on the Products or Serv |
| Services in a way that constitutes copyright infringement, please provide our d | | ices in a way that constitutes copyright infringement, please provide our design |
| esignated agent with the following information: | | ated agent with the following information: |
| (a) An electronic or physical signature of the person authorized to act on behal | | An electronic or physical signature of the person authorized to act on behalf of |
| f of the owner of the copyright or other intellectual property interest; | | the owner of the copyright or other intellectual property interest; |
| (b) A description of the copyrighted work or other intellectual property that yo | | A description of the copyrighted work or other intellectual property that you cl |
| u claim has been infringed; | | aim has been infringed; |
| (c) A description of where the material that you claim is infringing is located | | A description of where the material that you claim is infringing is located on t |
| on the Products or Services; | | he Products or Services; |
| (d) Your address, telephone number, and email address; | | Your address, telephone number, and email address; |
| (e) A statement by you that you have a good faith belief that the disputed use i | | A statement by you that you have a good faith belief that the disputed use is no |
| s not authorized by the copyright or intellectual property owner, its agent, or | | t authorized by the copyright or intellectual property owner, its agent, or the |
| the law; and | | law; and |
| (f) A statement by you, made under penalty of perjury, that the information cont | | A statement by you, made under penalty of perjury, that the information containe |
| ained in your report is accurate and that you are the copyright or intellectual | | d in your report is accurate and that you are the copyright or intellectual prop |
| property owner or authorized to act on the copyright or intellectual property ow | | erty owner or authorized to act on the copyright or intellectual property owner’ |
| ner’s behalf. | | s behalf. |
| (g) Our designated agent for notice of claims of copyright infringement can be r | | Our designated agent for notice of claims of copyright infringement can be reach |
| eached as follows: | | ed as follows: |
| By Mail: Headspace Attn: Copyright Agent 500 Molino St., Suite 118 Los Angeles, | | By Mail: Headspace Attn: Copyright Agent 500 Molino St., Suite 118 Los Angeles, |
| CA 90013 | | CA 90013 |
| n | By Email: hcannom@wscylaw.com | n | By Email: hcannom@wscylaw.com Subject line: DMCA |
| Subject line: DMCA | | |
| 12. ELECTRONIC COMMUNICATIONS CONSENT | | 12. ELECTRONIC COMMUNICATIONS CONSENT |
| Email, text messaging, push notifications and other electronic communication (“E | | Email, text messaging, push notifications and other electronic communication (“E |
| lectronic Communications”), such as posting notices on the Products or Services | | lectronic Communications”), such as posting notices on the Products or Services |
| allow Headspace to exchange information with you efficiently in connection with | | allow Headspace to exchange information with you efficiently in connection with |
| the provisioning of our Products and Services, product information, appointment | | the provisioning of our Products and Services, product information, appointment |
| reminders, and links to surveys. | | reminders, and links to surveys. |
| Your use of the Products and Services means that you agree and consent to the us | | Your use of the Products and Services means that you agree and consent to the us |
| e of Electronic Communications as an acceptable form of communication for the pu | | e of Electronic Communications as an acceptable form of communication for the pu |
| rposes of receiving our Products and Services and product information. | | rposes of receiving our Products and Services and product information. |
| You may not access to the Products or Services or any features thereof from coun | | You may not access to the Products or Services or any features thereof from coun |
| tries or territories where such access is illegal, banned or restricted, includi | | tries or territories where such access is illegal, banned or restricted, includi |
| ng in any sanctioned countries or territories. | | ng in any sanctioned countries or territories. |
| SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CON | | SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CON |
| DITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS I | | DITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS I |
| N SECTION 10 OR LIMITATIONS IN SECTION 15.3 MAY NOT APPLY TO YOU. | | N SECTION 10 OR LIMITATIONS IN SECTION 15.3 MAY NOT APPLY TO YOU. |
| 14. DISPUTE RESOLUTION & BINDING ARBITRATION | | 14. DISPUTE RESOLUTION & BINDING ARBITRATION |
| n | PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE | n | PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE |
| DISPUTES WITH HEADSPACE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM | | DISPUTES WITH HEADSPACE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM |
| HEADSPACE, INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR | | HEADSPACE, 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 | | BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH |
| RESPECT TO A CLAIM. FOR PROCEDURES RELATED TO MASS ARBITRATIONS, PLEASE REVIEW | | RESPECT TO A CLAIM. FOR PROCEDURES RELATED TO MASS ARBITRATIONS, PLEASE REVIEW |
| SECTION G, BELOW. | | SECTION 14.7, BELOW. |
| | | 14.1 JURY TRIAL WAIVER |
| (a) Jury Trial Waiver. Except where prohibited by law, you and Headspace waive a | | Except where prohibited by law, you and Headspace waive any constitutional and s |
| ny constitutional and statutory rights to go to court and have a trial in front | | tatutory rights to go to court and have a trial in front of a judge or a jury. R |
| of a judge or a jury. Rather, you and Headspace elect to have claims and dispute | | ather, you and Headspace elect to have claims and disputes resolved by arbitrati |
| s resolved by arbitration. In any litigation between you and Headspace over whet | | on. In any litigation between you and Headspace over whether to vacate or enforc |
| her to vacate or enforce an arbitration award, you and Headspace waive all right | | e an arbitration award, you and Headspace waive all rights to a jury trial, and |
| s to a jury trial, and elect instead to have the dispute be resolved by a judge. | | elect instead to have the dispute be resolved by a judge. |
| | | |
| | | 14.2 CLASS ACTION WAIVER |
| (b) Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND HEADS | | WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND HEADSPACE AGREE THAT EACH MAY |
| PACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDI | | BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT A |
| VIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR | | S A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION. If, |
| CONSOLIDATED ACTION. If, however, this waiver of class or consolidated actions | | however, this waiver of class or consolidated actions is deemed invalid or unen |
| is deemed invalid or unenforceable, neither you nor Headspace are entitled to ar | | forceable, neither you nor Headspace are entitled to arbitration; instead all cl |
| bitration; instead all claims and disputes will be resolved in a court as set fo | | aims and disputes will be resolved in a court as set forth in Section 15.9 below |
| rth in Section 15.9 below. | | . |
| | | 14.3 INFORMAL DISPUTE RESOLUTION |
| (c) Informal Dispute Resolution. We want to address your concerns without needin | | We want to address your concerns without needing a formal legal case. Before fil |
| g a formal legal case. Before filing a claim against Headspace, you agree to try | | ing a claim against Headspace, you agree to try to resolve the dispute informall |
| to resolve the dispute informally by contacting us via email to help@headspace. | | y by contacting us via email to help@headspace.com or at our mailing address at |
| com or at our mailing address at Headspace, ATTN: Legal, 2417 Michigan Avenue, S | | Headspace, ATTN: Legal, 595 Market Street, Floor 7, San Francisco, CA 94105, and |
| anta Monica, CA 90404, and providing us with your email address. We'll try to re | | providing us with your email address. We'll try to resolve the dispute informal |
| solve the dispute informally by contacting you through email. If a dispute is no | | ly by contacting you through email. If a dispute is not resolved within 30 days |
| t resolved within 30 days after submission, you or Headspace may bring a formal | | after submission, you or Headspace may bring a formal proceeding subject to thes |
| proceeding subject to these Terms. | | e Terms. |
| (d) Applicability of Arbitration Agreement. You and Headspace agree that all dis | | 14.4 APPLICABILITY OF ARBITRATION AGREEMENT |
| putes arising out of, relating to, or in connection with these Terms or your use | | |
| of the Products and Services, including claims related to privacy or data secur | | |
| ity, will be resolved through binding arbitration on an individual basis, except | | |
| that you and Headspace retain the right: (1) to bring an individual action info | | |
| rmally (as provided in section c above) or in small claims court, or (2) seek in | | |
| junctive or other equitable relief in a court of competent jurisdiction for the | | |
| alleged unlawful use of copyrights, trademarks, trade names, logos, trade secret | | |
| s, or patents. All submissions to the arbitrator, the proceedings, and the awa | | |
| rd shall be confidential, except as may lawfully be required in judicial proceed | | |
| ings relating to the arbitration or as otherwise required by law. | | |
| | | You and Headspace agree that all disputes arising out of, relating to, or in con |
| | | nection with these Terms or your use of the Products and Services, including cla |
| | | ims related to privacy or data security, will be resolved through binding arbitr |
| | | ation on an individual basis, except that you and Headspace retain the right: (1 |
| | | ) to bring an individual action informally (as provided in section 14.3 above) o |
| | | r in small claims court, or (2) seek injunctive or other equitable relief in a c |
| | | ourt of competent jurisdiction for the alleged unlawful use of copyrights, trade |
| | | marks, trade names, logos, trade secrets, or patents. All submissions to the a |
| | | rbitrator, the proceedings, and the award shall be confidential, except as may l |
| | | awfully be required in judicial proceedings relating to the arbitration or as ot |
| | | herwise required by law. |
| | | 14.5 ARBITRATION RULES |
| (e) Arbitration Rules. The Federal Arbitration Act governs the interpretation an | | The Federal Arbitration Act governs the interpretation and enforcement of this d |
| d enforcement of this dispute-resolution provision. Arbitration will be initiate | | ispute-resolution provision. Arbitration will be initiated through the American |
| d through the American Arbitration Association ("AAA"). If the AAA is not availa | | Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the p |
| ble to arbitrate, the parties will select an alternative arbitral forum. The the | | arties will select an alternative arbitral forum. The then-current version of th |
| n-current version of the AAA Consumer Arbitration Rules (“AAA Rules”) will gover | | e AAA Consumer Arbitration Rules (“AAA Rules”) will govern the arbitration, exce |
| n the arbitration, except to the extent those rules conflict with these Terms. T | | pt to the extent those rules conflict with these Terms. The AAA Rules are availa |
| he AAA Rules are available online at www.adr.org or by calling the AAA at 1-800- | | ble online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrati |
| 778-7879. The arbitration will be conducted by a single neutral arbitrator. | | on will be conducted by a single neutral arbitrator. |
| | | If the claim is for $10,000 or less, the party initiating the arbitration may ch |
| | | oose whether the arbitration will be conducted (1) solely on the basis of docume |
| | | nts submitted to the arbitrator; (2) through a non-appearance based telephonic h |
| | | earing; or (3) by an in-person hearing as established by the AAA Rules in the co |
| | | unty of your billing address. In the case of an in-person hearing, the proceedin |
| | | gs will be conducted at a location which is reasonably convenient for both parti |
| | | es with due consideration of the ability to travel and other pertinent circumsta |
| | | nces. If the parties are unable to agree on a location, the determination will b |
| | | e made by the arbitration institution. |
| If the claim is for $10,000 or less, the party initiating the arbitration may ch | | |
| oose whether the arbitration will be conducted (1) solely on the basis of docume | | |
| nts submitted to the arbitrator; (2) through a non-appearance based telephonic h | | |
| earing; or (3) by an in-person hearing as established by the AAA Rules in the co | | |
| unty of your billing address. In the case of an in-person | | |
| hearing, the proceedings will be conducted at a location which is reasonably con | | |
| venient for both parties with due consideration of the ability to travel and oth | | |
| er pertinent circumstances. If the parties are unable to agree on a location, th | | |
| e 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 Headspace. If the arbitrator f | | Your arbitration fees and your share of arbitrator compensation will be limited |
| inds that either the substance of your claim or the relief sought in the arbitra | | to those fees set forth in the AAA Rules with the remainder paid by Headspace. I |
| tion is frivolous, unreasonable, groundless or brought for an improper purpose ( | | f the arbitrator finds that either the substance of your claim or the relief sou |
| as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)) | | ght in the arbitration is frivolous, unreasonable, groundless or brought for an |
| , then the payment of all fees will be governed by the AAA Rules. In such case, | | improper purpose (as measured by the standards set forth in Federal Rule of Civi |
| you agree to reimburse Headspace for all monies previously disbursed by it that | | l Procedure 11(b)), then the payment of all fees will be governed by the AAA Rul |
| are otherwise your obligation to pay under the AAA Rules. Regardless of the mann | | es. In such case, you agree to reimburse Headspace for all monies previously dis |
| er in which the arbitration is conducted, the arbitrator will issue a reasoned w | | bursed by it that are otherwise your obligation to pay under the AAA Rules. Rega |
| ritten decision sufficient to explain the essential findings and conclusions on | | rdless of the manner in which the arbitration is conducted, the arbitrator will |
| which the decision and award, if any, are based. The arbitrator may make rulings | | issue a reasoned written decision sufficient to explain the essential findings a |
| and resolve disputes as to the payment and reimbursement of fees or expenses at | | nd conclusions on which the decision and award, if any, are based. The arbitrato |
| any time during the proceeding and upon request from either party made within 1 | | r may make rulings and resolve disputes as to the payment and reimbursement of f |
| 4 days of the arbitrator’s ruling on the merits. | | ees or expenses at any time during the proceeding and upon request from either p |
| | | arty made within 14 days of the arbitrator’s ruling on the merits. |
| | | 14.6 AUTHORITY OF ARBITRATOR |
| (f) Authority of Arbitrator. The arbitrator will have exclusive authority to dec | | The arbitrator will have exclusive authority to decide the jurisdiction of the a |
| ide the jurisdiction of the arbitrator, including any unconscionability challeng | | rbitrator, including any unconscionability challenge or other challenge that the |
| e or other challenge that the arbitration provision or the Agreement is void, vo | | arbitration provision or the Agreement is void, voidable, or otherwise invalid. |
| idable, or otherwise invalid. The arbitrator will also have the exclusive author | | The arbitrator will also have the exclusive authority to determine the rights a |
| ity to determine the rights and liabilities, if any, of you and Headspace. The d | | nd liabilities, if any, of you and Headspace. The dispute will not be consolidat |
| ispute will not be consolidated with any other matters or joined with any other | | ed with any other matters or joined with any other cases or parties. The arbitra |
| cases or parties. The arbitrator will have the authority to grant motions dispos | | tor will have the authority to grant motions dispositive of all or part of any c |
| itive of all or part of any claim or dispute. The arbitrator will have the autho | | laim or dispute. The arbitrator will have the authority to award all remedies av |
| rity to award all remedies available under Applicable Law, the arbitral forum's | | ailable under Applicable Law, the arbitral forum's rules, and the Terms. The arb |
| rules, and the Terms. The arbitrator has the same authority to award relief on a | | itrator has the same authority to award relief on an individual basis that a jud |
| n individual basis that a judge in a court of law would have. The award of the a | | ge in a court of law would have. The award of the arbitrator is final and bindin |
| rbitrator is final and binding upon you and Headspace. | | g upon you and Headspace. |
| | | 14.7 ADDITIONAL PROCEDURES FOR MASS ARBITRATIONS |
| (g) Additional Procedures for Mass Arbitrations. These Additional Procedures for | | These Additional Procedures for Mass Arbitrations (in addition to the other prov |
| Mass Arbitrations (in addition to the other provisions of this arbitration prov | | isions of this arbitration provision and the applicable AAA Rules) shall apply i |
| ision and the applicable AAA Rules) shall apply if twenty-five (25) or more simi | | f twenty-five (25) or more similar disputes are asserted against Headspace or ag |
| lar disputes are asserted against Headspace or against you by the same or coordi | | ainst you by the same or coordinated counsel or are otherwise coordinated (colle |
| nated counsel or are otherwise coordinated (collectively "Mass Arbitration"). Th | | ctively "Mass Arbitration"). These Additional Procedures for Mass Arbitrations a |
| ese Additional Procedures for Mass Arbitrations are designed to lead to the stre | | re designed to lead to the streamlined and cost-effective resolution of claims a |
| amlined and cost-effective resolution of claims and to ensure that large volume | | nd to ensure that large volume filings do not impose unnecessary burdens or impe |
| filings do not impose unnecessary burdens or impediments to the resolution and c | | diments to the resolution and cost-effective adjudication of similar claims. The |
| ost-effective adjudication of similar claims. They are not intended to delay or | | y are not intended to delay or deny access to arbitration. You understand, ackno |
| deny access to arbitration. You understand, acknowledge, and agree that Mass Arb | | wledge, and agree that Mass Arbitrations may delay resolution of your dispute. T |
| itrations may delay resolution of your dispute. The parties agree that as part o | | he parties agree that as part of initiating a Mass Arbitration, their counsel sh |
| f initiating a Mass Arbitration, their counsel shall meet and confer in good fai | | all meet and confer in good faith in an effort to resolve the disputes, streamli |
| th in an effort to resolve the disputes, streamline procedures, address the exch | | ne procedures, address the exchange of information, modify the number of Dispute |
| ange of information, modify the number of Disputes to be adjudicated, and conser | | s to be adjudicated, and conserve the parties' and the AAA's resources. |
| ve the parties' and the AAA's resources. | | |
| If at least one hundred (100) disputes are submitted as part of the Mass Arbitra | | If at least one hundred (100) disputes are submitted as part of the Mass Arbitra |
| tion, counsel for each party shall each select fifty (50) disputes to be filed, | | tion, counsel for each party shall each select fifty (50) disputes to be filed, |
| assigned to different arbitrators (no arbitrator shall shall be assigned more th | | assigned to different arbitrators (no arbitrator shall shall be assigned more th |
| an 3 disputes) and to proceed as cases in individual arbitrations. If a case is | | an 3 disputes) and to proceed as cases in individual arbitrations. If a case is |
| withdrawn before the issuance of an arbitration award, another claim shall be se | | withdrawn before the issuance of an arbitration award, another claim shall be se |
| lected to proceed as part of this process. The remaining disputes shall not be f | | lected to proceed as part of this process. The remaining disputes shall not be f |
| iled or deemed filed in arbitration nor shall any arbitration fees be assessed o | | iled or deemed filed in arbitration nor shall any arbitration fees be assessed o |
| r collected in connection with those claims. After this initial set of proceedin | | r collected in connection with those claims. After this initial set of proceedin |
| gs, counsel for the parties shall participate in a global mediation session with | | gs, counsel for the parties shall participate in a global mediation session with |
| a retired federal or state court judge jointly selected by counsel in an effort | | a retired federal or state court judge jointly selected by counsel in an effort |
| to resolve the remaining disputes, and Headspace shall pay the mediator's fee. | | to resolve the remaining disputes, and Headspace shall pay the mediator's fee. |
| If counsel cannot agree on a mediator, one will be selected by the Arbitrator. | | If counsel cannot agree on a mediator, one will be selected by the Arbitrator. |
| If at the end of the process described in the immediately preceding paragraph, t | | If at the end of the process described in the immediately preceding paragraph, t |
| wenty-five (25) or more similar disputes have not been resolved, then the remain | | wenty-five (25) or more similar disputes have not been resolved, then the remain |
| ing disputes shall be arbitrated subject to the AAA Supplementary Rules for Mult | | ing disputes shall be arbitrated subject to the AAA Supplementary Rules for Mult |
| iple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule. If few | | iple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule. If few |
| er than twenty-five (25) disputes remain, the remaining disputes shall proceed i | | er than twenty-five (25) disputes remain, the remaining disputes shall proceed i |
| ndividually. | | ndividually. |
| n | | n | 14.8 ENFORCEABILITY |
| (h) Enforceability. If any portion of this Section 14 is found to be unenforceab | | If any portion of this Section 14 is found to be unenforceable or unlawful for a |
| le or unlawful for any reason, the unenforceable or unlawful provision will be s | | ny reason, the unenforceable or unlawful provision will be severed from these Te |
| evered from these Terms and severance of the unenforceable or unlawful provision | | rms and severance of the unenforceable or unlawful provision will have no impact |
| will have no impact whatsoever on the remainder of this Section 14. | | whatsoever on the remainder of this Section 14. |
| (i) Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neithe | | 14.9 OPT-OUT |
| r you nor Headspace can force the other to arbitrate. To opt-out, you must notif | | |
| y Headspace in writing no later than 30 days after first becoming subject to thi | | |
| s arbitration agreement. Your notice must include your name and mailing address, | | |
| and the email address you used to set up your Headspace account (if you have on | | |
| e), and an unequivocal statement that you want to | | |
| opt-out of this arbitration agreement. You must send your opt-out notice to one | | YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neither you nor Hea |
| of the following physical or email addresses: Headspace, ATTN: Arbitration Opt-o | | dspace can force the other to arbitrate. To opt-out, you must notify Headspace i |
| ut, 2417 Michigan Avenue, Santa Monica, CA 90404; or ADR@headspace.com. If you o | | n writing no later than 30 days after first becoming subject to this arbitration |
| pt-out of this agreement to arbitrate, the opt-out shall not waive or affect any | | agreement. Your notice must include your name and mailing address, and the emai |
| other portion of these Terms. | | l address you used to set up your Headspace account (if you have one), and an un |
| | | equivocal statement that you want to opt-out of this arbitration agreement. You |
| | | must send your opt-out notice to one of the following physical or email addresse |
| | | s: Headspace, ATTN: Arbitration Opt-out, 595 Market Street, Floor 7, San Francis |
| | | co, CA 94105; or ADR@headspace.com. If you opt-out of this agreement to arbitrat |
| | | e, the opt-out shall not waive or affect any other portion of these Terms. |
| | | 14.10 ARBITRATION AGREEMENT SURVIVAL |
| (j) Arbitration Agreement Survival. This arbitration agreement will survive the | | This arbitration agreement will survive the termination of your relationship wit |
| termination of your relationship with Headspace. | | h Headspace. |
| 15. GENERAL | | 15. GENERAL |
| 15.1 ASSIGNMENT BY US | | 15.1 ASSIGNMENT BY US |
| Headspace may transfer its rights and obligations under these Terms to any compa | | Headspace may transfer its rights and obligations under these Terms to any compa |
| ny, firm or person at any time if it does not materially affect your rights unde | | ny, firm or person at any time if it does not materially affect your rights unde |
| r it. You may not transfer your rights or obligations under these Terms to anyon | | r it. You may not transfer your rights or obligations under these Terms to anyon |
| e else. These Terms are personal to you and no third party is entitled to benefi | | e else. These Terms are personal to you and no third party is entitled to benefi |
| t under these Terms except as set out here. | | t under these Terms except as set out here. |
| To the fullest extent permitted by law, you are responsible for your use of the | | To the fullest extent permitted by law, you are responsible for your use of the |
| Products and Services, and you will defend and indemnify Headspace, your employe | | Products and Services, and you will defend and indemnify Headspace, your employe |
| r, your health plan, or provider (as applicable) and each of their respective of | | r, your health plan, or provider (as applicable) and each of their respective of |
| ficers, directors, employees, consultants, affiliates, subsidiaries and agents ( | | ficers, directors, employees, consultants, affiliates, subsidiaries and agents ( |
| together, the “Headspace Entities”) from and against any claim brought by a thir | | together, the “Headspace Entities”) from and against any claim brought by a thir |
| d party, and any related liability, damage, loss, and expense, including reasona | | d party, and any related liability, damage, loss, and expense, including reasona |
| ble attorneys’ fees and costs, arising out of or connected with: (a) your unauth | | ble attorneys’ fees and costs, arising out of or connected with: (a) your unauth |
| orized use of, or misuse of, the Products or Services; (b) your violation of any | | orized use of, or misuse of, the Products or Services; (b) your violation of any |
| portion of these Terms, any representation, warranty, or agreement referenced i | | portion of these Terms, any representation, warranty, or agreement referenced i |
| n these Terms, or any Applicable Law; (c) your violation of any third-party righ | | n these Terms, or any Applicable Law; (c) your violation of any third-party righ |
| t, including any intellectual property right or publicity, confidentiality, othe | | t, including any intellectual property right or publicity, confidentiality, othe |
| r property, or privacy right; or (d) any dispute or issue between you and any th | | r property, or privacy right; or (d) any dispute or issue between you and any th |
| ird party. The foregoing indemnification obligation is subject to a Headspace En | | ird party. The foregoing indemnification obligation is subject to a Headspace En |
| tity promptly informing you in writing of any such claim, demand, action, or sui | | tity promptly informing you in writing of any such claim, demand, action, or sui |
| t; provided that any failure to so inform you will not prejudice your obligation | | t; provided that any failure to so inform you will not prejudice your obligation |
| of indemnity, except to the extent materially prejudiced thereby. We reserve th | | of indemnity, except to the extent materially prejudiced thereby. We reserve th |
| e right, at our own expense, to assume the exclusive defense and control of any | | e right, at our own expense, to assume the exclusive defense and control of any |
| matter otherwise subject to indemnification by you (without limiting your indemn | | matter otherwise subject to indemnification by you (without limiting your indemn |
| ification obligations with respect to that matter), and in that case, you agree | | ification obligations with respect to that matter), and in that case, you agree |
| to cooperate with our defense of those claims. | | to cooperate with our defense of those claims. |
| 15.3 LIMITATION OF LIABILITY | | 15.3 LIMITATION OF LIABILITY |
| TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HEADSPACE ENTITIES | | TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HEADSPACE ENTITIES |
| BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIV | | BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIV |
| E DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGI | | E DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGI |
| BLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABIL | | BLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABIL |
| ITY TO ACCESS OR USE, THE PRODUCTS AND SERVICES OR ANY MATERIALS OR CONTENT ON T | | ITY TO ACCESS OR USE, THE PRODUCTS AND SERVICES OR ANY MATERIALS OR CONTENT ON T |
| HE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), S | | HE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), S |
| TATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HEADSPACE ENTITY HAS B | | TATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HEADSPACE ENTITY HAS B |
| EEN INFORMED OF THE POSSIBILITY OF DAMAGE. | | EEN INFORMED OF THE POSSIBILITY OF DAMAGE. |
| n | | n | |
| EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE AND TO THE FULLEST EXTENT PERMITTED | | EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE AND TO THE FULLEST EXTENT PERMITTED |
| BY LAW, THE AGGREGATE LIABILITY OF THE HEADSPACE ENTITIES TO YOU FOR ALL CLAIMS | | BY LAW, THE AGGREGATE LIABILITY OF THE HEADSPACE ENTITIES TO YOU FOR ALL CLAIMS |
| ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF | | ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF |
| THE PRODUCTS AND SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, | | THE PRODUCTS AND SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, |
| TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID T | | TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID T |
| O HEADSPACE FOR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES IN THE 12 MONTHS | | O HEADSPACE FOR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES IN THE 12 MONTHS |
| PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000. | | PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000. |
| n | | n | |
| EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, LIMITATIO | | EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, LIMITATIO |
| N OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO | | N OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO |
| AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCAT | | AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCAT |
| ION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EAC | | ION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EAC |
| H OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF TH | | H OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF TH |
| ESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY | | ESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY |
| FAILS OF ITS ESSENTIAL PURPOSE. | | FAILS OF ITS ESSENTIAL PURPOSE. |
| 15.4 NO WAIVER | | 15.4 NO WAIVER |
| If we delay exercising or fail to exercise or enforce any right available to us | | 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 ri | | under these Terms, such delay or failure does not constitute a waiver of that ri |
| ght or any other rights under these Terms. | | ght or any other rights under these Terms. |
| n | | n | |
| 15.5 FORCE MAJEURE | | 15.5 FORCE MAJEURE |
| We will not be liable to you for any lack of performance, or the unavailability | | We will not be liable to you for any lack of performance, or the unavailability |
| or failure, of the Products and Services, or for any failure or delay by us to c | | or failure, of the Products and Services, or for any failure or delay by us to c |
| omply with these Terms, where such lack, unavailability or failure arises from a | | omply with these Terms, where such lack, unavailability or failure arises from a |
| ny cause beyond our reasonable control. | | ny cause beyond our reasonable control. |
| 15.6 NOTICES | | 15.6 NOTICES |
| Unless otherwise specifically indicated, all notices given by you to us must be | | Unless otherwise specifically indicated, all notices given by you to us must be |
| given to Headspace at help@headspace.com. We may give notice to you at the e-mai | | given to Headspace at help@headspace.com. We may give notice to you at the e-mai |
| l address you provide to us when you register, or in any of the ways specified i | | l address you provide to us when you register, or in any of the ways specified i |
| n these Terms. Notice will be deemed received and properly served immediately wh | | n these Terms. Notice will be deemed received and properly served immediately wh |
| en posted on the Products or when an e-mail or other electronic communication is | | en 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 | | sent. In proving the service of any notice via email, it will be sufficient to |
| prove that such email was sent to the specified e-mail address of the addressee. | | prove that such email was sent to the specified e-mail address of the addressee. |
| | | |
| 15.7 ENTIRE AGREEMENT | | 15.7 ENTIRE AGREEMENT |
| These Terms and any additional terms or policies expressly referred to in these | | These Terms and any additional terms or policies expressly referred to in these |
| Terms constitute the whole agreement between us and supersede all previous oral | | Terms constitute the whole agreement between us and supersede all previous oral |
| or written discussions, correspondence, negotiations, previous arrangement, unde | | or written discussions, correspondence, negotiations, previous arrangement, unde |
| rstanding or agreement between us relating to the Products and Services. We each | | rstanding or agreement between us relating to the Products and Services. We each |
| acknowledge that neither of us relies on, or will have any remedies in respect | | 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 | | of, any representation or warranty (whether made innocently or negligently) that |
| is not set out in these Terms or the additional terms or policies expressly ref | | is not set out in these Terms or the additional terms or policies expressly ref |
| erred to in these Terms. Each of us agrees that our only liability in respect of | | erred to in these Terms. Each of us agrees that our only liability in respect of |
| those representations and warranties that are set out in this agreement (whethe | | those representations and warranties that are set out in this agreement (whethe |
| r made innocently or negligently) will be for breach of contract. Nothing in thi | | r made innocently or negligently) will be for breach of contract. Nothing in thi |
| s Section limits or excludes any liability for fraud. | | s Section limits or excludes any liability for fraud. |
| n | 15.8 THIRD PARTY RIGHTS | n | 15.8 THIRD PARTY RIGHTS |
| A person who is not party to these Terms will not have any rights under or in co | | A person who is not party to these Terms will not have any rights under or in co |
| nnection with these Terms, except as described in Section 11 (DMCA). | | nnection with these Terms, except as described in Section 11 (DMCA). |
| 15.9 EXCLUSIVE VENUE | | 15.9 EXCLUSIVE VENUE |
| To the extent the parties are permitted under these Terms to initiate litigation | | To the extent the parties are permitted under these Terms to initiate litigation |
| in a court, both you and Headspace agree that all claims and disputes arising o | | in a court, both you and Headspace agree that all claims and disputes arising o |
| ut of or relating to the Terms or the use of the Products and Services will be l | | ut of or relating to the Terms or the use of the Products and Services will be l |
| itigated exclusively in the United States District Court for the Central Distric | | itigated exclusively in the United States District Court for the Central Distric |
| t of California. If, however, that court would lack original jurisdiction over t | | t of California. If, however, that court would lack original jurisdiction over t |
| he litigation, then all claims and disputes arising out of or relating to the Te | | he litigation, then all claims and disputes arising out of or relating to the Te |
| rms or the use of the Products and Services will be litigated exclusively in the | | rms or the use of the Products and Services will be litigated exclusively in the |
| Superior Court of California, County of Los Angeles. You and Headspace consent | | Superior Court of California, County of Los Angeles. You and Headspace consent |
| to the personal jurisdiction of both courts. | | to the personal jurisdiction of both courts. |