Legal
Effective Date: January 24, 2026
Table of Contents
Welcome to VirtuallyWell. These Terms of Use (these "Terms," "Agreement," or "Terms of Use") constitute a legally binding agreement between you and VirtuallyWell LLC ("VirtuallyWell," "we," "us," or "our") governing your access to and use of our websites (including www.virtuallywell.com and any related subdomains), mobile applications (whether available on iOS, Android, or other platforms), and any other online services, products, features, content, or platforms we own, operate, or make available (collectively, the "Services").
These Terms apply to all users of the Services, including without limitation users who are browsers, customers, merchants, contributors of content, or any other type of user. By accessing or using any part of the Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you are not authorized to access or use the Services.
The Services are continually under development, and we reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice. Your continued use of the Services following any changes constitutes your acceptance of such changes.
IMPORTANT: You hereby grant agency authority to any party who clicks on the "I AGREE" button, checks a related box, or otherwise indicates acceptance to these Terms on your behalf. You are responsible for ensuring that any person who accesses the Services through your account or device is aware of and agrees to these Terms.
For purposes of these Terms, the following capitalized terms have the meanings set forth below:
VirtuallyWell operates a technology platform designed to facilitate access to healthcare services, wellness information, and related products. The Services may include, but are not limited to:
VirtuallyWell is a technology platform and is not a healthcare provider, medical group, pharmacy, or health insurance plan. We do not practice medicine, provide medical advice, diagnose conditions, prescribe medications, or provide any form of healthcare treatment. All healthcare services you receive through the Services are provided by independent Medical Groups and their Providers, who are solely responsible for all aspects of the medical care they provide to you.
The relationship between you and a Provider is a direct patient-provider relationship. VirtuallyWell does not control, direct, or interfere with the practice of medicine by Providers. Providers exercise their independent professional judgment in evaluating your condition and determining appropriate care. VirtuallyWell is not responsible or liable for any medical advice, diagnosis, treatment, or prescription provided by a Provider.
VirtuallyWell functions as a "business associate" (as that term is defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, collectively "HIPAA") to the Medical Groups and Pharmacies. In this capacity, we are contractually obligated to safeguard your protected health information ("PHI") in accordance with HIPAA and the terms of our Business Associate Agreements with Medical Groups and Pharmacies. For more information about how we handle your health information, please review our Privacy Policy and the Notice of Privacy Practices provided by the applicable Medical Group.
VirtuallyWell does not endorse, recommend, or guarantee the qualifications, competence, or quality of care provided by any Provider or Medical Group. While we take reasonable steps to verify that Providers are appropriately licensed and credentialed, we do not supervise, control, or monitor the medical care they provide. You are responsible for evaluating the qualifications and suitability of any Provider you choose to consult through the Services.
Telehealth services have inherent limitations compared to in-person medical care. These limitations may include, but are not limited to:
The inability to conduct a physical examination or certain diagnostic tests.
Potential delays in communication or technical difficulties that may affect the quality of the consultation.
The possibility that a Provider may determine that your condition requires in-person evaluation or treatment.
The risk of misdiagnosis or delayed diagnosis due to the limitations of remote assessment.
By using the telehealth Services, you acknowledge and accept these limitations. If a Provider determines that your condition is not appropriate for telehealth, you may be referred to seek in-person care.
The Medical Groups, Providers, and Pharmacies that participate in the Services are independent contractors and are not employees, agents, or representatives of VirtuallyWell. VirtuallyWell does not employ Providers, does not direct or control their professional judgment or medical decision-making, and is not responsible for their acts or omissions.
The Medical Groups, Providers, and Pharmacies are intended third-party beneficiaries of these Terms and have the right to enforce the provisions of these Terms that relate to their services or protect their interests.
Your use of services provided by Medical Groups and Pharmacies may be subject to additional terms, conditions, consents, and policies imposed by those entities. You agree to review and comply with any such additional terms. In the event of a conflict between these Terms and the terms imposed by a Medical Group or Pharmacy, the terms of the Medical Group or Pharmacy shall control with respect to the services provided by that entity.
The Services are intended for use only by individuals who are at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least 18 years old. We do not knowingly collect information from, or provide services to, individuals under the age of 18. If we become aware that a user is under 18, we will terminate that user's account and delete any information collected from that user.
The Services are designed for and directed to individuals located in the United States. Telehealth services and prescription services are only available in the states where we have partnered with licensed Medical Groups and Pharmacies that are authorized to provide services in those states. The availability of specific services may vary by state due to licensing requirements, regulatory restrictions, and other factors.
You represent and warrant that you are physically located in the United States when you access or use the Services. You agree not to use the Services if you are not physically located in a state where the Services are available. We reserve the right to restrict access to the Services based on your geographic location.
By using the Services, you represent and warrant that you have the legal capacity to enter into a binding contract and that you are not prohibited from using the Services under any applicable law or regulation.
You are responsible for ensuring that your use of the Services complies with all applicable federal, state, and local laws, regulations, and ordinances. You agree not to use the Services in any jurisdiction where the Services would be illegal or unauthorized.
To access most features of the Services, you must register for an account ("Account"). During the registration process, you will be required to provide certain information, which may include your name, email address, phone number, date of birth, physical address, and payment information. You agree to provide accurate, current, and complete information during the registration process and to update such information promptly if it changes.
You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree not to share your account credentials with any third party and to take reasonable precautions to prevent unauthorized access to your Account. You are solely responsible for all activities that occur under your Account, whether or not authorized by you.
You agree to notify us immediately if you become aware of any unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with these security obligations.
You represent and warrant that all information you provide in connection with your Account is accurate, truthful, and complete. Providing false, inaccurate, or misleading information may result in the suspension or termination of your Account and may subject you to civil or criminal liability.
You may only create and maintain one Account. You may not create multiple accounts or allow any other person to use your Account. If we determine that you have created multiple accounts or are sharing your Account, we may suspend or terminate all of your accounts.
We reserve the right to suspend or terminate your Account at any time, with or without cause, and with or without notice, if we believe that you have violated these Terms, engaged in fraudulent or illegal activity, or for any other reason in our sole discretion.
You agree to pay all fees and charges associated with your use of the Services, including but not limited to consultation fees, prescription costs, product purchases, shipping fees, and subscription fees (collectively, "Fees"). All Fees are stated in U.S. dollars and are subject to change at any time.
By providing a payment method (such as a credit card, debit card, or other payment account), you authorize us and our third-party payment processors to charge all Fees to that payment method. You represent and warrant that you are authorized to use the payment method you provide and that the payment information you provide is accurate and current.
We use third-party payment processors to process payments. Your payment information is transmitted directly to our payment processors and is not stored on VirtuallyWell's servers. You agree to comply with the terms and conditions of our payment processors.
If a payment fails or is declined, we may suspend or terminate your access to the Services until payment is received. You are responsible for any fees or charges imposed by your financial institution in connection with a failed payment, including overdraft fees, insufficient funds fees, or chargeback fees.
VirtuallyWell does not accept commercial health insurance plans, is not a participant in Medicare or Medicaid, and is not an "in-network" provider for any health insurance plan. All services and products provided through the Services are offered on a cash-pay basis. By using the Services, you acknowledge that you are choosing to obtain services and products outside of any health insurance plan you may have and that you are solely responsible for the cost of all services and products. We do not submit claims to insurance companies on your behalf, and we do not guarantee that any services or products will be reimbursable by your insurance plan.
All Fees are non-refundable except as required by law or as expressly stated in these Terms or in a separate refund policy applicable to a specific service or product. If you are dissatisfied with a service or product, please contact us at support@virtuallywell.com to discuss your concerns. We will evaluate refund requests on a case-by-case basis in our sole discretion.
You are responsible for all taxes, duties, and assessments imposed by any governmental authority in connection with your use of the Services, except for taxes based on VirtuallyWell's net income. If we are required to collect or pay any such taxes, we may charge them to your payment method or invoice you for them.
We may offer certain services, products, or benefits on a recurring subscription basis ("Subscription Services"). When you enroll in a Subscription Service, you agree to pay the subscription fee on a recurring basis (e.g., monthly, quarterly, or annually) for the duration of your subscription.
YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE SAME DURATION AND AT THE THEN-CURRENT SUBSCRIPTION FEE, UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE THE RENEWAL DATE. By enrolling in a Subscription Service, you authorize us to charge your payment method automatically on each renewal date without requiring your prior approval for each charge.
Subscription fees are billed in advance at the beginning of each subscription period. All subscription fees are non-refundable, except as required by law. If you cancel your subscription, you will not receive a refund for the current subscription period, but your cancellation will take effect at the end of that period.
You may cancel your Subscription Service at any time by logging into your Account and following the cancellation instructions, or by contacting us at support@virtuallywell.com. Your cancellation will take effect at the end of the current subscription period, and you will not be charged for subsequent periods. You will continue to have access to the Subscription Service until the end of the current period.
We reserve the right to change the subscription fee for any Subscription Service at any time. If we increase the subscription fee, we will notify you at least thirty (30) days before the new fee takes effect. The new fee will apply to your next renewal. If you do not agree to the new fee, you may cancel your subscription before the renewal date.
We reserve the right to modify, suspend, or discontinue any Subscription Service at any time, with or without notice. If we discontinue a Subscription Service, we will provide you with a pro-rata refund for any unused portion of your subscription period, unless the discontinuation is due to your breach of these Terms.
Telehealth involves the use of electronic communications, information technology, and telecommunications to enable healthcare providers at different locations to share individual patient medical information for the purpose of improving patient care, diagnosis, and treatment. Telehealth may be conducted through live video conferencing, asynchronous store-and-forward technology, remote patient monitoring, or other electronic means.
By using the telehealth Services, you consent to engaging in telehealth consultations with Providers affiliated with our platform. You understand and agree to the following:
Delays in medical evaluation or treatment due to technical difficulties or failures in electronic communication.
Information transmission errors or security breaches that could compromise the confidentiality of your medical information.
The inability to conduct a physical examination, which may limit the Provider's ability to diagnose or treat certain conditions.
The possibility of misdiagnosis or delayed diagnosis due to the limitations of remote assessment.
The Provider has the sole discretion to determine whether your condition is appropriate for telehealth or whether you require in-person evaluation or treatment. If the Provider determines that telehealth is not appropriate for your condition, you may be referred to seek in-person care from another healthcare provider.
To participate in telehealth consultations, you must have access to a device with a camera and microphone (for live video consultations), a reliable internet connection, and compatible software or applications. You are responsible for ensuring that your device and internet connection meet the technical requirements for telehealth. We are not responsible for any technical difficulties or failures on your end that prevent you from participating in a telehealth consultation.
Telehealth is not appropriate for emergency medical situations. If you are experiencing a medical emergency, you should immediately call "911" or go to the nearest emergency room. Do not use the Services to seek emergency care.
If you receive a prescription from a Provider during a telehealth consultation, you may choose to have the prescription filled by one of the Pharmacies we partner with. By choosing to use our pharmacy services, you consent to the following:
Pharmacy Independence: The Pharmacies are independent entities and are not owned, operated, or controlled by VirtuallyWell. VirtuallyWell is not responsible for the acts or omissions of the Pharmacies, including but not limited to errors in dispensing medications, delays in delivery, or the quality of medications.
You are responsible for reviewing your prescription and ensuring that it is accurate before it is filled. If you have any questions or concerns about your prescription, you should contact the prescribing Provider or the Pharmacy before the prescription is filled.
You are responsible for reading and understanding all information provided with your medication, including dosage instructions, warnings, potential side effects, and contraindications. If you have any questions about your medication, you should contact the Pharmacy or your Provider.
Prescription refills and renewals are subject to the approval of the prescribing Provider and applicable laws and regulations. We do not guarantee that a Provider will approve a refill or renewal request. If a Provider denies a refill or renewal request, you may need to schedule a follow-up consultation.
We strive to provide accurate descriptions, images, and pricing information for all products offered through the Services. However, we do not warrant that product descriptions, images, or pricing information are accurate, complete, reliable, current, or error-free. If a product is not as described, your sole remedy is to return the product in accordance with our return policy.
All products are subject to availability. We reserve the right to discontinue any product at any time without notice. If a product you have ordered is not available, we will notify you and provide a refund or offer a substitute product.
We reserve the right to correct any pricing errors on the Services. If we discover a pricing error after you have placed an order, we will notify you and give you the option to cancel the order or pay the correct price.
We will ship products to the address you provide during the ordering process. You are responsible for providing an accurate and complete shipping address. We are not responsible for delays or non-delivery caused by an incorrect or incomplete address.
Shipping times are estimates and are not guaranteed. We are not responsible for delays caused by shipping carriers, weather, natural disasters, or other events beyond our control.
Our return and refund policy for products is as follows:
To initiate a return, please contact us at support@virtuallywell.com.
By using the Services, you represent and warrant that:
You are at least 18 years of age and have the legal capacity to enter into these Terms.
You are physically located in the United States when you access or use the Services.
All information you provide to us, including information in your Account, medical intake forms, and communications with Providers, is accurate, truthful, complete, and current.
You will not use the Services for any unlawful purpose or in violation of these Terms.
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
You will not use the Services to obtain prescription medications for any person other than yourself.
You will not use the Services to obtain prescription medications for the purpose of resale or distribution.
You will comply with all applicable laws, regulations, and professional standards in connection with your use of the Services.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
In any way that violates any applicable federal, state, local, or international law or regulation.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent.
To impersonate or attempt to impersonate VirtuallyWell, a VirtuallyWell employee, another user, or any other person or entity.
To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm VirtuallyWell or users of the Services or expose them to liability.
You agree not to:
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.
Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means.
Use the Services to send unsolicited communications, advertisements, or spam.
Engage in any fraudulent activity, including providing false or misleading information to obtain prescription medications or other services.
Use the Services to stalk, harass, threaten, or harm another person.
Use the Services to violate the privacy rights of others or to collect or store personal data about other users without their consent.
We reserve the right, but are not obligated, to:
Monitor the Services for violations of these Terms.
Take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including without limitation, reporting such user to law enforcement authorities.
Refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any user's contribution or any portion thereof without liability to you.
Remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems.
Otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
The Services and their entire contents, features, and functionality (including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement) are owned by VirtuallyWell, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The VirtuallyWell name, the VirtuallyWell logo, and all related names, logos, product and service names, designs, and slogans are trademarks of VirtuallyWell or its affiliates or licensors. You may not use such marks without the prior written permission of VirtuallyWell. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
Subject to your compliance with these Terms, VirtuallyWell grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your personal, non-commercial use. This license does not include any right to:
Resell or make any commercial use of the Services or the Content.
Collect and use any product listings, descriptions, or prices.
Make any derivative use of the Services or the Content.
Download or copy account information for the benefit of another merchant.
Use any data mining, robots, or similar data gathering or extraction methods.
Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
You may not:
Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Services.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services or any part thereof, except to the extent that such activity is expressly permitted by applicable law.
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on the Services.
You may be able to submit, post, upload, or transmit content, information, data, text, photographs, videos, audio, messages, feedback, reviews, or other materials through the Services ("User Content"). You retain all ownership rights in your User Content, subject to the license you grant to us as described below.
By submitting User Content to the Services, you grant VirtuallyWell a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Services and VirtuallyWell's business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that:
You own or have the necessary rights, licenses, consents, and permissions to use and authorize VirtuallyWell to use your User Content as described in these Terms.
Your User Content does not and will not infringe, violate, or misappropriate any third party's intellectual property rights, privacy rights, publicity rights, or other personal or proprietary rights.
Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Your User Content does not violate any law or regulation.
We have the right, but not the obligation, to monitor, review, or remove User Content at any time and for any reason, including if we believe that the User Content violates these Terms. We are not responsible for any failure or delay in removing such User Content.
We do not guarantee any confidentiality with respect to User Content. You acknowledge that any submission of User Content is non-confidential and non-proprietary for purposes of your relationship with VirtuallyWell, except to the extent that such User Content constitutes PHI subject to HIPAA.
Your privacy is important to us. Our Privacy Policy explains how we collect, use, disclose, and protect information about you. By using the Services, you consent to our collection, use, and disclosure of your information as described in our Privacy Policy.
To the extent that we create, receive, maintain, or transmit PHI on behalf of Medical Groups or Pharmacies, we will comply with the applicable requirements of HIPAA and will maintain appropriate safeguards to protect the confidentiality, integrity, and availability of such PHI.
You consent to our use of your information, including health information, for the purposes described in our Privacy Policy and as necessary to provide the Services, to improve the Services, to conduct research and analytics, and to comply with legal obligations.
By creating an Account or using the Services, you consent to receive electronic communications from us, including emails, text messages (SMS/MMS), push notifications, in-app messages, and notices posted to the Services or your Account. These communications may include:
Transactional messages related to your Account, orders, appointments, or prescriptions.
Administrative messages related to the Services, such as updates to these Terms or our Privacy Policy.
Marketing and promotional messages about our Services, products, or offers.
Surveys, feedback requests, or research inquiries.
You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information current and to notify us promptly of any changes to your email address, phone number, or mailing address.
You may opt out of receiving promotional or marketing emails from us by following the unsubscribe instructions provided in those emails or by adjusting your communication preferences in your Account settings. You may opt out of text messages by replying "STOP" to any text message you receive from us.
Please note that even if you opt out of marketing communications, we may still send you transactional or administrative messages related to your Account or your use of the Services, such as order confirmations, appointment reminders, or important updates to these Terms.
If you provide us with your mobile phone number and consent to receive text messages, you agree to the following:
You may receive text messages related to your Account, appointments, prescriptions, orders, or other transactional or administrative matters.
You may also receive marketing or promotional text messages if you have opted in to receive such messages.
Message and data rates may apply. You are responsible for any charges imposed by your mobile carrier.
You may opt out of text messages at any time by replying "STOP" to any text message you receive from us.
We are not responsible for any delays or failures in the delivery of text messages.
The Services may contain links to third-party websites, applications, or services that are not owned, operated, or controlled by VirtuallyWell. We provide these links for your convenience, but we do not endorse, sponsor, or assume any responsibility for the content, privacy policies, or practices of any third-party websites or services.
If you access a third-party website or service from the Services or share your information with a third party, you do so at your own risk. You acknowledge and agree that VirtuallyWell is not responsible or liable for:
The content, accuracy, or opinions expressed on any third-party website or service.
Any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such third-party website or service.
We encourage you to review the terms of use and privacy policies of any third-party websites or services that you visit.
Your use of or reliance on the Services or your inability to access or use the Services.
Any transaction or relationship between you and any third party, including Providers, Medical Groups, or Pharmacies.
Any medical advice, diagnosis, or treatment provided by a Provider.
Any unauthorized access to or use of our servers and/or any personal information stored therein.
Any interruption or cessation of transmission to or from the Services.
Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party.
Any errors, inaccuracies, or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services.
The defamatory, offensive, or illegal conduct of any third party.
You agree to defend, indemnify, and hold harmless the VirtuallyWell Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to:
Your use of or access to the Services.
Your breach of these Terms.
Your violation of any law, regulation, or third-party right, including without limitation any intellectual property right, privacy right, or publicity right.
Any User Content you submit, post, or transmit through the Services.
Any transaction or relationship between you and any third party, including Providers, Medical Groups, or Pharmacies.
Any other party's access to or use of the Services with your Account credentials or on your behalf.
VirtuallyWell reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with VirtuallyWell in asserting any available defenses. You agree not to settle any such claim without VirtuallyWell's prior written consent.
This indemnification obligation will survive the termination of these Terms and your use of the Services.
You and VirtuallyWell agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, your relationship with VirtuallyWell, or any aspect of your use of the Services (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in a court, except as specified in Section 22.2 below.
This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to:
Claims arising out of or relating to any aspect of the relationship between you and VirtuallyWell, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
Claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising).
Claims that may arise after the termination of these Terms.
Notwithstanding Section 22.1, the following Disputes are not subject to arbitration:
Injunctive or Equitable Relief: Either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 22. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.
The arbitration will be conducted in Salt Lake County, Utah, unless you and VirtuallyWell agree to another location. If your claim does not exceed $10,000, the arbitration will be conducted solely on the basis of documents you and VirtuallyWell submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules.
The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
The arbitrator will have the exclusive authority to resolve all Disputes, including but not limited to disputes about the interpretation, applicability, enforceability, or formation of these Terms, including the arbitrability of any claim and the scope of this arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would be available in a court of law, except that the arbitrator's authority is limited by the terms of these Terms, including the limitations on liability set forth in Section 20.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Demand for Arbitration must include a description of the claim and the amount of damages sought to be recovered. You may send your Demand for Arbitration to:
VirtuallyWell LLC Attn: Legal Department – Arbitration 1633 W Innovation Way, 5th Floor Lehi, UT 84043
Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, VirtuallyWell will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in the Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section of these Terms. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section 22 by sending written notice of your decision to opt out to the following address:
VirtuallyWell LLC Attn: Legal Department – Arbitration Opt-Out 1633 W Innovation Way, 5th Floor Lehi, UT 84043
The notice must be sent within thirty (30) days of the date you first use the Services or agree to these Terms, whichever is earlier. The notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply to you. Opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
VirtuallyWell will provide thirty (30) days' notice of any changes to this arbitration provision. Changes will become effective on the 30th day after notice is provided and will apply prospectively only to any claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Arbitration Provision" is not enforceable or valid, then this subsection shall be severed from the section entitled "Dispute Resolution: Mandatory Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first arbitration provision in existence after you began using the Services.
If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 22 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 22; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. If we make changes to these Terms, we will post the revised Terms on the Services and update the "Date of Last Revision" at the top of these Terms.
If we make material changes to these Terms that significantly affect your rights or obligations, we will provide you with notice of such changes by email, by posting a notice on the Services, or by other means as required by law. We will provide such notice at least thirty (30) days before the effective date of the changes, unless we determine in good faith that the changes are required sooner to comply with applicable law or to address a security or fraud concern.
Your continued use of the Services after the effective date of any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and may terminate your Account.
We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice, and without liability to you. We may also impose limits on certain features or restrict your access to parts or all of the Services without notice or liability.
You may terminate your Account and stop using the Services at any time by contacting us at support@virtuallywell.com or by following the account closure instructions in your Account settings. If you have an active subscription, you should cancel your subscription before terminating your Account to avoid being charged for future subscription periods.
We reserve the right to suspend or terminate your Account and your access to the Services at any time, with or without cause, with or without notice, and with or without liability to you. Grounds for termination may include, but are not limited to:
Breach of these Terms or any other agreement you have with us.
Providing false, inaccurate, or misleading information.
Engaging in fraudulent, illegal, or abusive conduct.
Failure to pay any amounts owed to us.
Any other reason in our sole discretion.
Upon termination of your Account:
Your right to access and use the Services will immediately cease.
We may delete your Account and any content or information associated with your Account.
You will remain liable for all obligations incurred prior to termination, including any outstanding fees or charges.
We are not required to provide you with a refund of any fees paid prior to termination, except as required by law.
The following provisions of these Terms will survive any termination of your Account or these Terms: Sections 2 (Definitions), 12 (User Representations and Warranties), 14 (Intellectual Property Rights), 15.2 (License Grant to VirtuallyWell), 19 (Disclaimers and No Warranties), 20 (Limitation of Liability), 21 (Indemnification), 22 (Dispute Resolution), 26 (Governing Law and Venue), and 27 (General Provisions).
VirtuallyWell respects the intellectual property rights of others and expects our users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), we will respond expeditiously to claims of copyright infringement committed using the Services that are reported to our Designated Copyright Agent.
If you are a copyright owner, or are authorized to act on behalf of one, and you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Services, please submit a written DMCA Notice of Alleged Infringement ("Notice") to our Designated Copyright Agent. Your Notice must include the following information:
A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as a URL).
Your contact information, including your name, address, telephone number, and email address.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Please send your Notice to our Designated Copyright Agent at:
VirtuallyWell LLC Attn: Copyright Agent 1633 W Innovation Way, 5th Floor Lehi, UT 84043 Email:support@virtuallywell.com
If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notice with our Designated Copyright Agent. Your counter-notice must include:
Your physical or electronic signature.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled.
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court in Utah and that you will accept service of process from the person who provided the original DMCA Notice or an agent of such person.
We will terminate the accounts of users who are determined to be repeat infringers.
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The Federal Arbitration Act will govern the interpretation and enforcement of the arbitration agreement in Section 22.
To the extent that the arbitration provision in Section 22 does not apply, you agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the federal or state courts located in Salt Lake County, Utah, and you irrevocably consent to the personal jurisdiction and venue of such courts.
These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Services, constitute the entire agreement between you and VirtuallyWell concerning the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect. The invalid, illegal, or unenforceable provision will be deemed modified to the extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, the provision will be severed from these Terms.
No waiver by VirtuallyWell of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of VirtuallyWell to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without VirtuallyWell's prior written consent, but may be assigned by VirtuallyWell without restriction or notification. Any attempted transfer or assignment by you in violation of this provision shall be null and void.
VirtuallyWell will not be liable for any failure or delay in performance of its obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including but not limited to acts of God, earthquakes, fires, floods, wars, civil or military disturbances, acts of terrorism, sabotage, epidemics, pandemics, riots, power failures, computer hacking, unauthorized access to computer data and storage devices, computer crashes, malfunctions of software or hardware, or any other events beyond VirtuallyWell's reasonable control.
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and VirtuallyWell. You have no authority to bind VirtuallyWell or to act on VirtuallyWell's behalf.
Except as expressly provided in Section 4.2, these Terms do not confer any third-party beneficiary rights.
Any notices or other communications required or permitted under these Terms must be in writing and will be deemed given when delivered personally, sent by confirmed email, sent by certified or registered mail (return receipt requested), or sent by a nationally recognized overnight courier service to the addresses specified in these Terms or as updated by the parties from time to time.
The section and subsection headings in these Terms are for convenience only and have no legal or contractual effect.
These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall control in the event of any conflict or discrepancy.
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that you are not on any U.S. government list of prohibited or restricted parties.
If you are a U.S. government end user, the Services are "Commercial Items" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms.
California Consumer Notice: Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
California Privacy Rights: California residents have certain privacy rights under the California Consumer Privacy Act (CCPA). For information about these rights and how to exercise them, please see our Privacy Policy.
Nevada law (SB 220) gives Nevada residents the right to opt out of the "sale" of their personal information. We do not currently sell personal information as defined by Nevada law. If you are a Nevada resident and wish to submit a request to opt out of any future sales, you may do so by contacting us at support@virtuallywell.com.
If you are a resident of a state with specific consumer protection or privacy laws, you may have additional rights. Please contact us at support@virtuallywell.com for more information.
If you have any questions, comments, or concerns about these Terms or the Services, please contact us at:
VirtuallyWell LLCAttn: Legal Department 1633 W Innovation Way, 5th Floor Lehi, UT 84043 Email:support@virtuallywell.com
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.