Welcome, and thank you for your interest in Well Beam, Inc. (“Well Beam,” “we,” or “us”) and our mobile application, website at http://well-beam.com and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Well Beam regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND WELL BEAM’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY WELL BEAM AND BY YOU TO BE BOUND BY THESE TERMS. ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WELL BEAM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 15.)

1. Well Beam Service Overview.

1.1 General. Well Beam is a digital communication platform that allows physicians’ care teams (each a “Care Team”) and post-acute vendors (each an “Post-Acute Vendor”) that have entered into subscription agreements with Well Beam (“Subscription Agreement”) to use Well Beam’s services for exchanging clinical care communication. This includes exchanging information regarding patients, including patient alerts, photos, videos, care plans and physician’s orders through the Service.

1.2 Instant Messages; Orders. Well Beam may allow Care Teams and Post-Acute Vendors to exchange messages through the instant messaging feature on the Service. By using the instant messaging feature, you represent and warrant that: (a) you, and only you, are responsible for sending messages and you understand and agree that Well Beam merely acts as a technology platform to transmit the messages; (b) you will only send messages about a patient to other users of the Service who have been assigned to handling that patient’s case; and (c) you will indemnify and hold Well Beam harmless from any and all claims arising out your use of the messaging service. Messages exchanged via the instant messaging feature of the Service will not be deemed an executed physician’s order, and you agree that you will not rely on an instant message as a substitute for a physician’s order. A physician must only execute a physician’s order through the designated functionality within the Service that allows for the said order to be electronically signed by the ordering physician. You are solely responsible for compliance with all applicable laws, regulations, guidelines and requirements for medical order protocols. A physician or authorized medical provider may submit a verbal medical order using the instant messaging function. For more information about Well Beam’s requirements for submitting a written or verbal order, please visit our Order Information page located at: https://well-beam.com/privacy.

1.3 E-Signatures. Well Beam may allow you to sign documents electronically through the use of third party software. By using such feature, you are solely responsible for obtaining all necessary rights and authority to sign documents electronically in accordance with all applicable laws and any policies applicable to your Care Team or Post-Acute Vendor. Well Beam is not responsible for determining whether any particular document can be legally formed by electronic signature or whether any electronic signature is valid. Without limiting the foregoing, if you are an advanced practice provider (as such term is defined under applicable law), you represent and warrant to Well Beam that, by executing or authorizing a home health order, care plan, or other similar documents using the Service, you (1) are permitted to do so by any applicable standardized procedures and/or supervisory practice agreement, and (2) only do so after having fulfilled any applicable physician consultation requirement.

1.4 No Emergency Services. THE SERVICE SHOULD NOT BE USED DURING A MEDICAL EMERGENCY. YOU UNDERSTAND THAT THE SERVICE IS NOT INTENDED TO SUPPORT OR CARRY MESSAGES TO ANY EMERGENCY SERVICES, INCLUDING ANY SUCH EMERGENCY SERVICES THAT MAY OTHERWISE ACCEPT INSTANT MESSAGES. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE AN ALTERNATE MEANS TO SEND AND RECEIVE EMERGENCY MESSAGES AND TO CONTACT EMERGENCY SERVICES.

1.5 Disclaimer. IN THE EVENT THAT YOU ARE UNABLE TO ACCESS THE SERVICE OR EXCHANGE INFORMATION THROUGH THE SERVICE, YOU ARE RESPONSIBLE FOR EXCHANGING PATIENT INFORMATION BY AN ALTERNATIVE METHOD, SUCH AS BY TELEPHONE OR FACSIMILE OR ANY OTHER METHOD IN ACCORDANCE WITH THE LAWS, RULES, REGULATIONS, AND POLICIES THAT GOVERN THE PROVISION OF CARE BY THE CARE TEAM OR POST-ACUTE VENDOR WITH WHICH YOU ARE ASSOCIATED. TO THE FULLEST EXTENT PERMITTED BY LAW, WELL BEAM WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO OBTAIN OR COMMUNICATE PROFESSIONAL MEDICAL ADVICE REGARDING A PATIENT CASE. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THAT ALL INFORMATION AND COMMUNICATIONS EXCHANGED THROUGH THE SERVICE HAVE BEEN RECEIVED BY THE INTENDED RECIPIENT.

2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have been authorized to use the Service by an account administrator at the Care Team or Post-Acute Vendor with which you are associated (“Account Administrator”) in compliance with the applicable Subscription Agreement; (c) you have not previously been suspended or removed from the Service; and (d) your use of the Service is in compliance with any and all applicable laws and regulations.

3. Your Access Credentials. To use the Service, you will need to receive access credentials, including an e-mail address and password, from an Account Administrator. Once you sign in to the Service, you may be required to provide a mobile telephone number and may have an opportunity to update your password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@well-beam.com. You are prohibited to share login information with another third party or individual without written permission from Well Beam.

4. Licenses

4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Well Beam grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service whether through a web page or mobile application.

4.2 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Well Beam an unrestricted, perpetual, irrevocable, non-exclusive, sub-licensable through multiple tiers, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

5. Ownership; Proprietary Rights. The Service is owned and operated by Well Beam. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Well Beam are protected by intellectual property and other laws. All Materials included in the Service are the property of Well Beam or its third party licensors. Except as expressly authorized by Well Beam, you may not make use of the Materials. Well Beam reserves all rights to the Materials not granted expressly in these Terms. Well Beam retains all right, title and interest, in and to all de-identified information that Well Beam’s systems or applications automatically collect regarding use of the Service and its performance.

6. Third Party Terms

6.1 Third Party Services and Linked Websites. You may export information, including User Data (as defined in Section 7.1), to third party services, such as electronic health records systems by selecting the export feature on the Service. By using the export feature, you agree that Well Beam may transfer that information to the applicable third party service. You acknowledge and agree that it is your, not Well Beam’s, responsibility for exporting User Information to third party services, including electronic health records systems. Well Beam will not be responsible for a user’s failure to direct Well Beam to export information to a third party service through the export feature or for the failure of the user to manual extract and upload information into their applicable electronic health system. Third party services are not under Well Beam’s control, and, to the fullest extent permitted by law, Well Beam is not responsible for any third party service’s protection or use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Well Beam’s control, and Well Beam is not responsible for their content.

6.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

7. User Data

7.1 User Data Generally. Certain features of the Service may permit users to upload content to the Service, including messages, photos, videos, data, records, plans of care and order changes (“User Data”) and to exchange User Data on the Service. You retain any copyright and other proprietary rights that you may hold in the User Data that you post to the Service. You agree to exchange User Data in accordance with our Privacy Policy and all applicable laws.

7.2 Limited License Grant to Well Beam. By providing User Data to or via the Service, you grant Well Beam a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to grant and authorize sub-licenses) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Data, in whole or in part, on the Service in connection with providing the Service. Well Beam may provide its employees or representatives with access to User Data, including protected health information, if: (a) any employees or representatives require access to provide you support in response to your support requests; (b) access is required to maintain the security or integrity of the Service; or (c) we have reason to believe that any of your content violates any laws, regulations or these Terms and Well Beam reserves the right to access, review and remove any such User Data.

7.3 Limited License Grant to Other Users. By providing User Data to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Data as permitted by these Terms and the functionality of the Service. To the fullest extent permitted by law, Well Beam will have no liability to you in connection with any information that you disclose on the Service that any user of the Service uses, discloses or otherwise exploits in any manner.

7.4 User Data Representations and Warranties. Well Beam disclaims any and all liability in connection with User Data. You are solely responsible for your User Data and the consequences of providing User Data via the Service. By providing User Data via the Service, you affirm, represent, and warrant that: a. you have the necessary licenses, rights, consents, and permissions to authorize Well Beam and users of the Service to use and distribute your User Data as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Well Beam, the Service, and these Terms; b. your User Data, and the use of your User Data as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Well Beam to violate any law or regulation.

7.5 User Data Disclaimer. To the fullest extent permitted by law and subject to any of Well Beam’s obligations in an applicable Subscription Agreement, we will not be in any way responsible or liable for User Data, including the accuracy or quality of User Data. Well Beam may, however, at any time and without prior notice, screen, remove, edit, or block any User Data that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Data from other users and acknowledge that User Data may be inaccurate. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Well Beam with respect to User Data to the maximum extent permitted by law. If we receive any request for access, amendment, or withdrawal of “protected health information” (as such term is defined in 45 C.F.R 160.103) by or on behalf of a patient in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we reserve the right to respond to the request and use such User Data in accordance with the request and HIPAA. You are solely responsible for the storage and retention of User Data that you send or receive through the Service in accordance with all applicable laws. Well Beam may only make User Data available to you through the Service for up to 60 days after the date upon which such User Data is uploaded to the Service. Well Beam will not be responsible or liable for your inability to access User Data through the Service.

7.6 Monitoring Content. Well Beam does not control and does not have any obligation to monitor: (a) User Data; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Well Beam reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Well Beam chooses to monitor the content, Well Beam still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

7.7 Data Retention. Well Beam reserves the right to delete User Data from the Service in accordance with its then-current data retention policies. The Service will notify you prior to Well Beam’s deletion of User Data. It is your responsibility, not Well Beam’s, to maintain backups and copies of all User Data. Well Beam will, upon reasonable request, allow you to obtain copies of User Data then in Well Beam’s possession or control.

8. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO: a. reproduce, distribute, publicly display, or publicly perform the Service; b. make modifications to the Service; c. use the Service for any illegal purpose or in violation of any local, state, national, or international law; d. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service; e. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; f. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; g. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission; i. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or j. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

9. Intellectual Property Policy

9.1 General. If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following email address: support@well-beam.com. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include substantially the following: a. an electronic or physical signature of the person authorized to act on behalf of the owner of the right being infringed; b. a description of the intellectual property that you claim has been infringed; c. a description of the material that you claim is infringing and where it is located on the Service; d. your address, telephone number, and email address; e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the intellectual property owner, its agent, or the law; and f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

9.2 Repeat Infringers. Well Beam’s intellectual property policy is to: (a) remove or disable access to material that Well Beam believes in good faith, upon notice from an intellectual property rights owner or his or her agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by user who repeatedly or egregiously infringe other people’s copyrights or other intellectual property rights.

10. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

11. Term, Termination and Modification of the Service

11.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending upon the date specified in the Subscription Agreement unless terminated earlier as described in Section 11.2.

11.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Well Beam may, at its sole discretion, or at the direction of your Account Administrator, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice to you. You may terminate your account and these Terms at any time by contacting your Account Administrator.

11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) Sections 1.2, 1.3, 1.4, 1.5, 2, 3, 4.2, 5, 6, 7, 8, 10, 11.3, 12, 13, 14, 15 and 16 will survive.

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

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

13. Disclaimers; No Warranties THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WELL BEAM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANYIMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WELL BEAM DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WELL BEAM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR WELL BEAM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE WELL BEAM ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Well Beam does not disclaim any warranty or other right that Well Beam is prohibited from disclaiming under applicable law.

14. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE WELL BEAM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY WELL BEAM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 15.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE WELL BEAM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Dispute Resolution and Arbitration

15.1 Generally. In the interest of resolving disputes between you and Well Beam in the most expedient and cost effective manner, and except as described in Section 15.2 and 15.4, you and Well Beam agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WELL BEAM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.2 Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

15.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 within 30 days after the date that you agree to these Terms by sending an e-mail to support@well-beam.com that specifies: your full legal name, the e-mail address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Well Beam receives your Opt-Out Notice, this Section 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

15.4 Arbitrator. Any arbitration between you and Well Beam will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.com, by calling the AAA at 1-800-778-7879, or by contacting Well Beam. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

15.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by electronic mail (“Notice of Arbitration”). Well Beam’s e-mail address for Notice of Arbitration is: support@well-beam.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Well Beam may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Well Beam must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Well Beam in settlement of the dispute prior to the award, Well Beam will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

15.6 Fees. If you commence arbitration in accordance with these Terms, Well Beam will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Well Beam for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

15.7 No Class Actions. YOU AND WELL BEAM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Well Beam agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

15.8 Modifications to this Arbitration Provision. If Well Beam makes any future change to this arbitration provision, other than a change to Well Beam’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Well Beam’s address for Notice of Arbitration, in which case your account with Well Beam will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

15.9 Enforceability. If Section 15.7 or the entirety of this Section 15 is found to be unenforceable, or if Well Beam receives an Opt-Out Notice from you, then the entirety of this Section 15 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.

16. Miscellaneous

16.1 General Terms. These Terms and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Well Beam regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.