1.  INTRODUCTION 

Effective Date: July 10, 2022

Last updated: Aug 30, 2023

Please read the Terms of Use carefully before you start to use the Website.

2. YOUR ACCEPTANCE OF THIS AGREEMENT

The Terms of Use (“TOU”) is entered into between you (“you”, “your” or the "User") and Wellbee Social Inc. (“Company”, “we”, “us”, or “our”) and applies to any product, website, mobile application, or service provided by Company, including but not limited to mobile and web applications for a social media platform called “Wellbee” (“Wellbee”), "Wellbee Social" ("Wellbee Social"), the website https://wellbee.social, https://wellbeesocial.com, and any subdomains (the “Website”), and any other product or service to which we apply the TOU (collectively, the “Service”).

When You (individually, or in the entity that You represent, each a “User”) access our Services, You are agreeing to our Terms of Use (the “Agreement”) below. By accessing the Service, you agree to be bound by this Agreement, and any additional terms referenced herein, including our Privacy Policy, which sets out the terms in which We process any Personal Data collected from You, or provided to Us. If You do not agree to this Agreement, or any additional terms referenced herein, You must not access this Service. In agreeing, You also represent that You have the authority to bind Yourself and / or the company You represent. As we may modify any terms herein at any time, You should periodically visit this page to review all current terms. 

By using the Website [or by clicking to accept or agree to the Terms of Use when this option is made available to you], you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://wellbee.social/page/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use, you must not access or use the Website.

BY ACCESSING AND USING THIS WEBSITE OR SERVICE, YOU:

• ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY;
• YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; AND,
• YOU AGREE IF YOU ACCESS THE WEBSITE FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK.

3. UPDATES TO TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Continuing to use the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

You are deemed to have accepted any updates by continuing to use the Service.

4. YOUR RESPONSIBILITIES

You are required to ensure that all persons who access the Website are aware of this Agreement and comply with it. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET AND DATA SECURITY.

5. PROHIBITED ACTIVITIES

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the exports of data software to and from the U.S., Canada, or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Submission Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other persona or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which as determined by us, may harm the Company or users of the website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• 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 Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempting to interfere with the proper working of the Website.

6.  INTELLECTUAL PROPERTY RIGHTS

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by Canada and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such material in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Delete or alter any of the copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

7. OUR RIGHTS

We have the right, without provision of notice to:

• Take appropriate legal action, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorized use of the Website; and
• Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT AUTHORITIES.

8. SOCIAL MEDIA FEATURES

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to share content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The Website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Submission Standards set out in these Terms of Use, stated in Section 12.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop.

We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

9. ONLINE TRANSACTIONS

All orders, purchases or transactions for the sales of goods, digital products, subscriptions, or information made using this Website are subject to the following additional terms and conditions of sale:

• You may not order or obtain goods, digital products, subscriptions or information from this Website if you: (i) are prohibited from accessing or using this Website or any of this Website's contents, goods, digital products, subscriptions or information by applicable law or (ii) you are outside the geographic region where the goods, digital products, subscriptions or information are available for purchase;
• You agree that your order is an offer to buy, under these Terms of Use, all goods, digital products, subscriptions or information listed in your order. All orders must be accepted by us or we will not be obligated to sell such goods, digital products, subscriptions or information to you.
• All prices, discounts, and promotions posted on this Website are subject to change without notice. The price and currency charged for a goods, digital products, subscriptions or information will be the price and currency advertised on this Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price and currency charged will be clearly stated in the shopping cart before you confirm your purchase. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes. All such taxes and applicable charges will be added to your total pricing and will be displayed in your Chargebee Checkout page. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

10.   SCOPE OF SERVICE; ACCESS TO SERVICE

10.1 Scope of Service. Wellbee Social is a social networking platform where practitioners, educators, learners, professionals, and enthusiasts of holistic and alternative therapies and wellness can communicate, engage, and interact with each other. The Service allows users to create groups, organize events, and share content including but not limited to posts, photos, videos, blogs, and polls (“User Content”). We hereby grant you a non-transferable, limited subscription to access and use free portions of Wellbee and the Website and paid portions of the Service pursuant to a paid subscription, in each case subject to the TOU (together, the “Subscription”). 

10.2 Age of Access. You must be at least 18 years old (“Minimum Age”) to use the Service. If you have accessed the Service and you are under the age of 18, you must immediately cease use of the Service. 

10.3 Accounts. Access to the Service requires you to register an account (“Account”) by filling out the form found on this page: https://wellbee.social/page/create-account and providing personal information. You may register an individual account for personal use (“Individual Account” or “Wellbee Account”). This individual account for personal use is free. If you choose to upgrade your plan by choosing to pay a monthly subscription fee, then you will have access to the Premium features listed under the Wellbee Pro Account. You are responsible for Your use of the Service and any use of the Service made using Your account. The personal information You provide to us is governed by the Privacy Policy. You acknowledge Wellbee Social may establish policies and practices concerning use of the Service, including policies that may delete or remove content or data, terminate inactive accounts, and any other policies and practices in Wellbee Social's business interest. You further acknowledge that Wellbee Social reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. The Service is not available to temporarily or permanently suspended members of the Service. Wellbee Social reserves the right to refuse access to the Service, or terminate the account of any User, at its sole discretion and for any reason, or no reason at all.

10.4 Login Information. In order to access an Account, you may be required to obtain a user ID and password (“Login Information”). You shall manage and ensure the security, confidentiality, and authorized use of Login Information. You are prohibited from sharing Login Information. We strongly recommend that you keep your Login Information confidential, and you shall notify us promptly of unauthorized access or use of your Account. The User is responsible for maintaining the confidentiality of the User's Account login information and password, if the User is registered on the Website. The User shall be responsible for all usage of the User's account and password, whether or not authorized by the User. Although Wellbee will not be liable for your losses caused by any unauthorized use of your Account, you may be liable for the losses of Wellbee or such other parties as the case may be, due to any unauthorized use of your Account.

10.5 Fees. Registering for the Service is free, however, Wellbee Social may charge additional fees in connection with each Account (“Fees”) for Pro Features. All amounts are quoted in Canadian dollars unless otherwise stated. We accept Stripe and PayPal for all billing and secure payments. Stripe and PayPal's Terms and Conditions and Privacy policies are applicable. It is your responsibility to review Stripe, PayPal, and Chargebee's Terms and Conditions and Privacy policy when subscribing to our paid plans. However, Company does not guarantee the availability of any payment method at any moment and Company may add, remove, suspend any payment method temporarily or permanently at Company’s sole discretion. 

In order to access Pro Features, you may need to provide your credit card information (or other payment methods, such as PayPal) and billing information to pay the Fees (“Authorized Payment Method”). We, or any third-party acting on our behalf has the right to automatically charge the Fees to such Authorized Payment Method each month, if applicable, unless you terminate the Service as described in this TOU. 

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Website and to promptly update account and payment information, including email address, payment method, and payment card expiration date, in order to complete your purchases and contact you as needed. We may change prices at any time. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your payments.

The current Fees are provided in Wellbee and/or the Website (https://wellbee.social/page/person-memberships) and may change at any time at our sole discretion. All payments towards account subscriptions shall be in CAD - Canadian Dollars.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through our Website. The Fees are earned upon payment and are non-refundable, as permitted by applicable law. 

From time to time, Company may offer a limited free trial and/or promotional codes for a specified period, which may be subject to additional terms. We have sole discretion to determine your eligibility for trials and/or promotional codes. If you are required to provide payment information in connection with your trial, your first payment will be charged to your chosen payment method following the expiration of the trial, unless earlier terminated in accordance with these Terms of Use. You may not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun.

• Upgrading or Downgrading: A User's account features may be upgraded by paying additional Fees or downgraded with the downgraded Fees taking effect on the subsequent Fees billing cycle. 

10.6 Paid Subscriptions. Wellbee Social offers membership plans to which additional fees are applicable to obtain premium features. Once a user subscribes to a paid plan, then the fees are charged on a recurring basis, until unless a request for Cancellation is initiated by the User. A paid Subscription may provide you access to pro features on the Service for Individual Accounts (collectively, “Pro Features” or “Premium Features”). Refer to the Pricing Section on Wellbee and the Website for additional details on Pro Features. You acknowledge and agree that we may modify, suspend, or remove features of Wellbee, the Website, your Account, or any part of the Service at any time acting at our sole and absolute discretion. Once subscribed to a monthly plan, User will automatically be charged on a recurring monthly basis. If user fails to pay the fees due before the next billing cycle, plan is automatically demoted to the free plan and membership to Wellbee Social continues with the free plan. 

10.7 Verification. When upgraded to a Paid Subscription plan, you may be eligible to apply for a Verification badge. This badge appears next to your name on posts and published material, and visible on User’s profile page. Upgrading to a Wellbee Pro member does not guarantee the Verification badge. User must apply for this badge by providing additional information to show credibility and expertise in the Wellbee community. Such additional information includes, but is not limited to, your full name, your organization or business name, designation, phone number, email address, copies of education certifications, professional memberships, business address, website, work experience and work hours. We may, at our sole discretion, verify an Account upon review of the information and grant Verification status by giving the badge or remove your verification status for violation of the TOU. If verified, your Account and Account name will display a verified badge on the Service. Receiving a Verification Badge is at Company’s sole discretion based on application criteria. Users acknowledge that Verification Badges can also be removed and revoked at Company’s sole discretion at any time. Users also acknowledge that members who receive Verification Badges in no way represent the views of Company and Company is not liable for any advice, recommendations, views, or solicitations by such users. 

10.8 Cancellation. You may cancel Pro Features Subscription in one of two ways:

• You may provide Company with an email notice to hello@wellbee.social at least 7 days before the next scheduled payment in your billing cycle to avoid being charged for the following month. Subject line should clearly state “Cancellation”. 

• Or you may also cancel via the Self-Serve Portal in your Subscriptions page in your Wellbee Account. See https://wellbee.social/page/payment-sbs-list-my.

Upon cancellation: (a) you remain liable for all charges accrued up to the end of your billing cycle, and you shall not receive a refund for any Fees already paid; and (b) access to your Pro Features shall be terminated at the end of your current billing cycle. 

• Cancellation of Free Membership (Wellbee Account): You may Delete your Account within the Wellbee Social Platform under your Settings Page - Delete Account. This action is permanent. Your posts, publications, groups, events and other such Content created by You on the site may continue to remain on the platform until unless you have deleted the content before deleting your account. Should you choose to register again with Wellbee Social, you will have to proceed with the registration process as stated in Section 10.3. 

10.9 Taxes and Services Charges. The Fees exclude taxes, duties and charges, which you shall pay as well and will be automatically charged subject to your jurisdiction. Additional services charges may apply to the Fees and shall be shown to you at the time of payment.

11.   ADVERTISEMENTS, RISKS, MARKETPLACE, THIRD PARTY SERVICES AND THIRD PARTY MATERIALS

11.1 Acknowledgement of Advertisements. By using the Service, you acknowledge that we can display advertisements and promotions that businesses and organizations pay us to promote on Wellbee and the Website. We may use your personal data and other data, such as information about your activity and interests, to show you ads that are more relevant to you. We do not sell your personal data or other data to any third party. 

11.2 Risks, No Warranty. You assume certain risks in using a social networking and marketplace site such as Wellbee Social. Wellbee Social is not involved with, nor provides a warranty for, any transaction between users, nor has a title to any items sold or bought through contact amongst users. The Service provides an online social network where users can exchange information and opinions on health, wellness and related topics. Wellbee Social does not evaluate, endorse, or support any of such information, inclusive of opinions, suggestions, recommendations made by users, or the events held within the Site, such as conferences or seminars advertised. You have an obligation to conduct your own due diligence and consult your primary care physician and other health care professionals prior to acting on any information on this Website. The Website may include consultations or therapeutic offerings, webinars, online or in person events by other users of the Service. There are risks you assume when dealing with others, and these risks are borne by You alone, and NOT Wellbee. You are solely responsible for your evaluation of, and decision to use, the Service, including any communication or transaction on the Service. In conducting any transaction between users on the Service, You are entering into a contract with another user, amongst yourselves, and Wellbee Social is not a party to such transaction or communication. 

Users with a Verification Badge only indicates that user’s identity has been verified. Company does not make any representations regarding a user’s fitness, ability, credibility, or professional qualifications or status. Company does not endorse any User Content, opinions, goods, or services produced or published by any user. 

11.3 Third Party Services. For your convenience, this Website may provide links or pointers to third-party sites or third-party content. We make no representations about any other websites or third-party content that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the third-party content or any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Wellbee Social may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, "Third Party Service(s)") which may also provide to You links to sites, email and telephone correspondence and other offers outside of the Wellbee Social network. Such Third Party Services are provided "AS IS" without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Wellbee Social network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Wellbee Social is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.

11.4 Third Party Materials. Wellbee Social will not be liable in any way for (1) any items or content on the Service posted by third parties, other users, or at the direction of users (all, “Third Party Materials”), or (2) any errors, omissions, loss, or damage of any kind as a result of such Third Party Materials on the Service; and you acknowledge that Company does not, and is under no obligation, to review, screen, or inspect any Third Party Materials on the Service, although Company reserves the right to do so, and remove Third Party Materials at Our sole discretion. You agree that you bear all risk associated with the use, reliance, condition, accuracy, completeness, or usefulness of Third Party Materials.

11.5 Marketplace Offerings. The Website may include offerings by other users of the Service. Company does not endorse, recommend or guarantee the offerings of any user and is not involved in any sale that occurs as a result of the Website. You have an obligation to conduct your own due diligence in assessing the merchantability, fitness and quality of any good or service you see on the Website. Any transaction that you enter into with another user is strictly between yourself and the user. You may not hold Company liable for any claim or loss in connection with any user or related transaction. 

12.   USE OF THE SERVICE; SUBMISSION STANDARDS

12.1 USER CONTENT

Company may, at its sole discretion, enable Users to: 

• Create, upload, post, send, receive and store content, documents and information such as page posts, text, photos, audio, video, documents and files on the Website (“User Content”; and 
• Access and view User Content, including content owned by other users of the Website.

As Users of Our Services, all information, including items, links, videos, articles, publications, photos, posts, messages, offers, purchases, sales, recommendations, offerings, etc. that You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other users. By submitting any Content on the Site, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide to, or upload by way of, the Wellbee Social Service(s). By posting or otherwise transmitting any User Content you hereby grant and will grant to Wellbee Social and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner your User Content in connection with the operation of the Service or any other products or services of Wellbee Social, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on Third Party Services such as Facebook, sharing it with blogs, etc., and allowing other users to share posts that include your User Content). You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. 

Any and all Content You upload is not considered confidential by Wellbee Social, will be treated as public information, and You agree and understand is intended to be shared with other users of our Services as well as third parties, all in Wellbee Social’s sole discretion, and Wellbee Social has no control or liability over what other users do with your Content. You understand and agree that Wellbee Social will not be liable for any treatment of your Content as confidential and waive all rights with respect to any such claims of confidentiality. 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to Wellbee Social are non-confidential and Wellbee Social shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. 

If you do not agree that your Content will be considered public and will not be considered confidential, you must not use the Service.

You hereby acknowledge that other users may publish User Content. This User Content is developed solely by other Users and the existence of any User Content does not constitute as an endorsement or recommendation by Company. 

Company does not investigate User Content for accuracy or reliability, and cannot guarantee that User Content is accurate. The Website may include content provided by third parties, including from other users and third-party licensors. All statements or opinions expressed in User Content are solely the opinions and responsibility of the user that posted such content. Such content does not reflect the opinion of Company. You understand that Wellbee Social is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of Wellbee Social. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Wellbee Social Parties with respect thereto.

Company is not legally responsible for any User Content posted or made available on the Website, even if that information is defamatory, untrue or otherwise legally actionable. In order to protect Users, Company reserves the right to remove User Content that Company believes to violate this TOU, negatively affects the Website or is otherwise inconsistent with the business interests of Company. 

As a User, you acknowledge and agree that you will notify us of any error or inaccurate statement in any of your User Content. If Company is not informed, Company may rely on the accuracy of such information. 

12.2 Unauthorized Use. Without limiting the foregoing, you warrant and agree that your use of the Platform and your User Content shall not:

• In any manner violate this TOU or the Privacy Policy; 
• In any manner violate any applicable federal, provincial, state, municipal or international law, rule or regulation including (without limitation) any law regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property or other legal right (including the rights of publicity and privacy of others) or contain any content that could give rise to any civil or criminal liability under applicable laws, rules or regulations (“Applicable Laws”); 
• Be exploitive, obscene, harmful, negligent, abusive, harassing, hateful, defamatory, sexually explicit or discriminatory; 
• Involve, provide or contribute any false, inaccurate, incomplete or misleading information; 
• Include sending, sharing, knowingly receiving, uploading, downloading, or using any User Content that does not comply with this TOU; 
• Impersonate or attempt to impersonate Company, a Company employee, another User or any individual or entity (including by using misleading email addresses, names, titles or designations); 
• Include engaging in conduct that restricts any User’s use or enjoyment of the Website, may harm Company or other Users, at the sole discretion of Company; 
• Include causing annoyance, inconvenience or be likely to upset, embarrass or alarm any person; 
• Promote any illegal activity, or advocate, promote or assist in any unlawful act; or 
• Give the impression it is endorsed by Company or any other person if this is not true. 

This list of prohibitions is not exhaustive or exclusive. The prohibitions do not require Company to monitor, police or remove any User Content. It is your responsibility to ensure that your use of the Website does not violate these prohibitions. 

12.3 User Responsible for own User Content. You understand and agree that you, not Company, are fully responsible for any User Content you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its correctness, truthfulness, currency, accuracy and completeness. We are not responsible or legally liable to you or any third party for the User Content or the correctness, truthfulness, currency, accuracy and completeness of any User Content submitted by you or any other User of the Platform.

Submissions are required to be relevant to the Platform's objectives and topics. There will be no tolerance to submissions that are offensive to an individual or to an organization.

We do not discriminate against any views, but we reserve the right to remove content that is:

• racist, sexist and/or offensive
• hate speech
• sexually explicit
• personal attacks or defamatory
• breaking copyright rules
• violating someone's privacy
• threats or harassment
• insensitive
• irrelevant to holistic therapies, health and wellness

12.4 User’s Representations and Warranties. You represent and warrant that:

• You either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under these TOU; and
• Neither the User Content nor your posting, uploading, publishing, submitting or transmitting any User Content or our use of such User Content (or any part thereof) as contemplated under these TOU will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any Applicable Law.
• You are solely responsible for all information, descriptions, pictures, listings, data, text, music, videos, media, comments, or any other materials (“Content”) that you upload, post, publish, transmit, or display (“Post”) via the Service. The following are examples of Content, Postings, or Use of the Service that is illegal or prohibited by Wellbee Social. Wellbee Social may investigate, take legal action, or perform any other action it deems necessary or warranted in managing the Service, Your Content, Posting, or Use, without limitation, including preservation of such information for investigative purposes. You agree to not use the service to (1) provide any Content, Postings, or otherwise that are unlawful, harmful, violent illegal, infringing on third party rights, objectionable, pornographic, libelous, invasive, encouraging money laundering, gambling or any other unlawful or unwarranted behavior. (2) violate any law, rule, or regulation, including any anti-spam, data privacy, or other restriction that may be applicable to Your use of the Service (3) create any derivative works or reviser engineer any part of the Service, or put unreasonable load on the Service infrastructure or disrupts the networks connected to the Service (4) promote any illegal activity or enterprise (5) stalk, harass, bully, impersonate or solicit information from anyone, (6) copy, scrape, harvest or use automated systems to collect contact information from the Service for use outside of those intended by this Terms of Use (7) to sell or transmit anything you don’t have a right to sell or transmit under law or existing relationship (8) pose a privacy or security risk (9) infringe on anyone’s intellectual property (10) spam any users with email, junk mail, fraud, schemes, or the like (11) transmit or upload viruses, worms, or interfere with the Service, or (12) take any action or inaction which Company, in its sole judgement, believes is questionable or could cause harm or liability.

12.5 Removal of Content. Company reserves the right to review, edit, delete, or block access to User Content without notice. Company is under no obligation to review or act upon any complaint you may make regarding User Content. Company may also terminate or change the Service, block User Content or information shared on the Service, or stop providing all or part of the Service to you if Company determines that doing so is reasonable to avoid or mitigate adverse legal or regulatory impact on Company. If you believe your access to the Services was limited, or your User Content was removed by error, contact the Company at admin@wellbee.social .

12.6 Other Users’ Content. We are not under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defences made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time.

12.7 Applicable Laws. You agree to comply with all Applicable Laws, including privacy and data protection regulations. Further, you agree to not use the Website to send sensitive information (including health information) regarding yourself or others. 

12.8 Privacy Policy and Privacy Law Compliance.   Your use of the Service is governed by a Privacy Policy detailing how we collect, use, and disclose personal and anonymous data about you, and it is available on our Privacy Page. If at any time you disagree with the Privacy Policy, you must immediately stop using the Service and contact us at : admin@wellbee.social.

12.9 Copyright Law. Company respects and acknowledges copyright law. If you believe that any User Content on the Website infringes upon your rights under copyright law, please contact us at emailing admin@wellbee.social or by mail to:

Wellbee Social Inc.

500 - 4th Avenue SW, Suite 2500

Calgary, AB T2P 2V6

Canada

In your notice to Company, you are required to: 

a). identify the copyrighted work being infringed; 

b). identify the material you claim to infringe upon your work and its location; 

c). your contact information; 

d). a statement that the requesting party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; 

e). a statement, made under penalty of perjury, that the above information is accurate and that the requesting party is the copyright owner or is authorized to act on behalf of the owner; and

f). an electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Company reserves the right to assess all claims of copyright and will use commercially reasonable efforts to remove User Content with sufficient proof of a copyright infringement. Company does not actively monitor User Content and cannot make any guarantee against a future copyright infringement. 

13.   TERMINATION

13.1 Term. Unless otherwise specified in writing by Company, this TOU is effective beginning on the date accepted (the “Effective Date”) and continues until terminated in accordance with Section 14.3, Termination (the “Term”).

13.2 Suspension. Company may suspend or terminate your access to the Service and/or Account, without notice or refund, at any time for any reason (or for no reason), including but not limited to, technical issues or non-compliance with the TOU. Whether a suspension will be lifted is in the sole decision of Company. 

13.3 Termination. The Term terminates upon the earliest of:

• your non-compliance with the TOU and Privacy Policy and failure to remedy such non-compliance after receiving notice;

• at your option, pursuant to Section 11.8- Deleting your account; 

• immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or

• in the case your access to free aspects of the Service, at your option upon written notice delivered to admin@wellbee.social.

13.4 Effect of Suspension or Termination. Upon suspension or termination, you acknowledge and agree that Company shall immediately cease your access to the Service. Company may store data related to your Account and associated data, including Content that is hosted on the Service. Upon Termination, Company may choose to permanently delete all data related to your Account. Notwithstanding the foregoing, you acknowledge and agree that you are not entitled to a refund or other compensation of any kind resulting from such suspension or termination, including any losses sustained by the deletion of Content associated with your Account, regardless of whether effected by you or Company, and that Company shall not be liable to you or any third-party for such suspension or termination and any loss related thereto. You indemnify, release and hold harmless Company and Company Parties from and against all claims, damages, losses and expenses, including solicitor-and-client costs on a full indemnity basis, arising or resulting from any suspension or termination of your Account. This applies to any claim you or a third party may have that arises or is related to such suspension or termination. 

Once temporarily suspended, indefinitely suspended, or terminated, the User may NOT continue to use the Website under the same account, a different account, or re-register under a new account. On termination of an account due to the reasons mentioned herein, such User shall no longer have access to data, messages, files, and other material kept on the Website by such User. The User shall ensure that he/she/they has continuous backup of any health services the User has rendered in order to comply with the User’s record-keeping processes and practices.

14.   OWNERSHIP RIGHTS

14.1 Company’s Rights. You acknowledge the Service contains images and descriptions that are third party content (“Service Content”) that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Wellbee Social retains all rights to Our intellectual property. You agree you will not copy, modify, scrape, distribute, create derivative works, or the like, or do or perform any other action with the Service Content or Wellbee Social intellectual property that you are exposed to through our Service not explicitly authorized by this Agreement. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. All goodwill generated from the use of Wellbee Social Trademarks will inure to our exclusive benefit. Any rights not expressly granted herein are reserved by Wellbee Social. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Wellbee Social. All right, title, and interest in and to the Service, including but not limited to copyrights, patents, trademarks, trade secrets, trade names, computer code (source and object), and Accounts, as well as Wellbee, the Website, the themes, user interface, and user interface design are owned by or licensed to Company. Company reserves all rights in the Service. The TOU does not convey any right, title, or interest in, or constitute the sale of any right to, the Service, any related products, or an Account.

14.2 Subscriber Rights; License. You retain ownership of all rights, title, and interest in Content you provide to Company. By providing Content, you represent and warrant that you have all consents, licenses, and rights necessary to provide and license Content, and you grant Company a non-exclusive, irrevocable, fully-paid, royalty-free, transferrable, and worldwide license to Content under all copyright, trademark, trade secret, patent, privacy, publicity rights, and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, publish, transmit, or modify and arrange Content for implementing Content for the Service.

15.   DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY

15.1 Not Medical Advice, Diagnosis or Treatment. THE INFORMATION ON THE WEBSITE IS NOT INTENDED AND MAY NOT BE CONSTRUED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. All content, including text, graphics, images and information, contained on or available through this Website is for general information purposes only. Wellbee Social Inc makes no representation and assumes NO RESPONSIBILITY for the accuracy of information contained on or available through this Website, and such information is subject to change without notice. You have an obligation to conduct your own due diligence and consult your primary care physician and other health care professionals prior to acting on any information on the Website. 

15.2 Disclaimer. The Service is provided to you “as is” and Company, its subsidiaries, affiliates, officers, directors, employees, representatives, or assignees (collectively, “Company Parties”), disclaim all warranties and conditions, express, implied, or statutory, including without limitation merchantability, fitness for a particular purpose, and non-infringement of Third-Party rights, to the extent permitted by law. Without limiting the foregoing, Company and Company Parties make no representations or warranties that the Service will meet your requirements, COMPLY WITH THE SPECIFICATIONS OF YOUR COMPUTER OR MOBILE DEVICE, WILL NOT CONTAIN A VIRUS OR ALTERED CONTENT, or that operation of the Service will be uninterrupted, continuously available, error free, will not harm computers or mobile devices, result in lost data, or be secure against unauthorized access. No CONTENT on the Service, oral advice, or written information provided by Company or the Company Parties shall create any warranty and you shall not rely upon such advice or information. You bear the entire risk as to the performance, operation, and quality of the Service AND THE CONTENTS. COMPANY also does NOT control what USERS do or say, and COMPANY IS NOT responsible for their (or your) actions or conduct (whether online or offline) or content (including unlawful or objectionable content). COMPANY also IS NOT responsible for services, information, recommendations, suggestions, and features offered by other USERS, ORGANIZATIONS, OR BUSINESSES, even if you access them through our Service. The views, advice, recommendations, and suggestions offered by other users, Organizations, or Businesses DO NOT REPRESENT the views of the Company. Wellbee does not provide or make any representation, warranty, or guarantee, express or implied about the Website or the Services. Wellbee does not guarantee the accuracy or completeness of any content or information provided by Users on the Website. To the fullest extent permitted by law, Wellbee disclaims all liability arising out of the User’s use or reliance upon the Website, the Service, representations and warranties made by other users, the content or information provided by the Users on the Website, or any opinion or suggestion given or expressed by Wellbee or any User in relation to any User or services provided by such User. WELLBEE SOCIAL MAKES NO GUARANTEE REGARDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY ITEMS OFFERED OR SOLD, NOR THE TRUTH OR ACCURACY OF ANY LISTINGS, OR ABILITY OF BUYERS AND SELLERS TO TRANSACT ANY BUSINESS ON THE PLATFORM. 

15.3 Limitation of Liability. Company and Company Parties shall not be liable to you for any claim, loss, or damage of any kind arising out of or relating to the Service or third-party services, including without limitation, direct, consequential, incidental, or special damages, or LOSS OF YOUR DATA, even if Company has been advised of the possibility of such damage OR LOSS. The Website may be linked to the website of third parties, affiliates, and business partners. Wellbee has no control over, and is not liable or responsible for the content, accuracy, validity, reliability, or quality of such websites or made available by/through our Website. The inclusion of any link on the Website does NOT imply that Wellbee endorses the linked site. User may use the links and these services at User’s own risk.

Please note that some of the content, text, data, graphics, images, information, suggestions, guidance, and other material (collectively, “Information”) that may be available on the Website (including Information provided in direct response to your questions or postings) may be provided by individuals associated with various health and holistic fields. The access to such Information does NOT create a licensed medical professional/patient relationship between Wellbee and you, and it does NOT CONSTITUTE AN OPINION, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT OF ANY PARTICULAR CONDITION. We make no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, quality of work, expertise, or other information provided on the Website. In no event shall Wellbee be liable to you or anyone else for any decision made or action taken by you in reliance on such information. The Services are not intended to be a substitute for contacting emergency healthcare. If you are an End-User facing a medical emergency (either on your or another person’s behalf), please contact your doctor or your nearest emergency clinic.

15.4 Maximum Aggregate Liability. Note that some jurisdictions do not allow the disclaimer of certain terms or warranties or exclusion of liability for certain damages and, if any disclaimer or limitation of liability is found unenforceable, void, or does not fully shield Company from liability, YOU agree that maximum aggregate liability of Company and Company Parties in any case whatsoever will be the TOTAL amount paid BY YOU to Company in the 12 months immediately preceding the date your claim arose. 

15.5 INDEMNITY. YOU REPRESENT AND WARRANT, WITH RESPECT TO CONTENT, THAT SUCH RIGHTS GRANTED TO COMPANY ARE FREE AND CLEAR, THAT YOU HAVE THE FULL POWER TO GRANT SUCH RIGHTS, AND THAT CONTENT DOES NOT VIOLATE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHT OF ANY THIRD-PARTY, NOR WILL THE USE OF CONTENT BY COMPANY VIOLATE ANY SUCH RIGHT. YOU SHALL INDEMNIFY AND HOLD HARMLESS COMPANY AND COMPANY PARTIES FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING COURT COSTS AND SOLICITOR-AND-CLIENT-COSTS ON A FULL INDEMNITY BASIS, ARISING OUT OF OR RESULTING FROM THEM, AND, AT COMPANY’S OPTION, YOU WILL DEFEND COMPANY AND COMPANY PARTIES AGAINST ANY ACTION BY A THIRD-PARTY AGAINST COMPANY THAT IS BASED ON A CLAIM THAT YOU, CONTENT, OR COMPANY OR COMPANY PARTIES’ USE THEREOF, INFRINGED, MISAPPROPRIATED OR VIOLATED A THIRD-PARTY’S RIGHTS, INCLUDING BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

15.6 Mobile Services. When you access the Service through a mobile device, you many incur a fee for data usage or other associated costs from your wireless provider. You agree that You are solely responsible for Your use of the Service on your mobile device and adherence to your wireless provider’s terms and conditions. 

16.   GENERAL

16.1 No Joint Relationship. Nothing in the TOU shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and Company. The sole relationship between you and Company is that of an independent contractor position, where Company provides certain services to you under this TOU. 

16.2 Governing Law.  The Website, these Terms of Use and the Privacy Policy are governed and construed in accordance with the laws of the province of Alberta and the laws of Canada, and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Website and/or under these Terms of Use will be instituted in the courts of the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. The parties irrevocably attorn to the jurisdiction of the provincial and federal courts in the City of Calgary to hear any proceedings related to the TOU or Privacy Policy. 

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms of Use or the rights and obligations of the parties under these Terms of Use. 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN 1 YEAR(S) AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16.3 Severability. If any term of the TOU, Website disclaimers or Privacy Policy is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of the TOU, Website disclaimers or Privacy Policy or invalidate or render unenforceable such term in any other jurisdiction. The invalid, illegal or unenforceable portion of the term shall be struck and the remainder of the TOU, Website disclaimer or Privacy Policy will remain in force. 

16.4 Waiver. No failure or delay by a party in exercising any right, power, or remedy under the TOU or Privacy Policy constitutes a waiver. 

16.5 Force Majeure. Except for any Fee payment obligations, neither you nor Company shall be liable for failure to perform any obligation under the TOU to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), epidemics, natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time, and the affected party shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

16.6 Assignment. We may assign the TOU without your consent or notice to you. You may not assign your obligations under the TOU or Privacy Policy.

16.7 Survival. Sections 12.5, 13.4, 14, 15, and 16 shall survive termination of the TOU.

16.8 Entire Agreement. The TOU, together with the Privacy Policy and Website disclaimers, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any oral or written agreements, communications, representations, or undertakings between you and Company at any time. 

16.9 Consent. Your use of the Service and Website constitutes your full acceptance of the TOU, Privacy Policy and any Website disclaimers. Company will consider your continued use of the Service and Website to be ongoing consent of each legally-binding term. If you do not consent to the TOU, Privacy Policy or Website disclaimers, you are obligated to immediately stop using the Service and Website. If you have any concerns about the above, please contact us. 

Wellbee Social Inc. 500 - 4th Avenue SW, Suite 2500, Calgary, AB T2P 2V6 Canada