Terms of Use

DEALWELL TERMS OF USE AGREEMENT
Last updated: November 11, 2012

THIS DEALWELL TERMS OF USE AGREEMENT (this "Agreement") DESCRIBES THE TERMS AND CONDITIONS ON WHICH DEALWELL, LLC OFFERS YOU ACCESS TO THE SITE (defined below) AND USE OF THE DEALWELL SERVICE (defined below). PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. BY USING THE SITE AND THE DEALWELL SERVICE, YOU ACCEPT AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE IMMEDIATELY STOP ACCESS TO THE SITE AND DO NOT USE THE DEALWELL SERVICE.

Please note that this Agreement limits DealWell’s liability and DealWell does not provide warranties for the Site or DealWell Service. This Agreement also limits your remedies. These terms and conditions are set forth in Paragraphs 13 and 14 below and DealWell urges you to read them carefully.

You acknowledge and agree that DealWell is not a covered entity as the term is defined by the rules and standards promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), nor is DealWell performing a function on behalf any Provider which would cause DealWell to be considered a business associate for purposes of HIPAA. You further acknowledge that DealWell does not and shall not collect, and shall have no responsibility for collecting, any medical history, individually identifiable health information, or any other personal health information of a User which constitutes Protected Health Information (as defined by HIPAA) in connection with the provision of any service provided to you by a Provider (collectively, “User Health Information”). Providers are solely responsible for the collection and safeguarding of all such User Health information in full compliance with HIPAA and other applicable Laws.

No part of the DealWell Service and nothing contained in this Agreement is intended or shall be construed: (i) as a requirement, recommendation, endorsement, solicitation, or attempt to exert any influence in any manner upon you to purchase any items or services (including, without limitation, any procedures, opinions or other information) offered through the DealWell Service from any particular Provider; or (ii) to interfere with your right to choose your own health care provider, or with a Provider's judgment regarding your ordering of any items or health care services through the DealWell Service.
Although DealWell uses commercially reasonable and appropriate efforts to verify the information provided by participating Providers, it undertakes no responsibility for, and expressly disclaims any liability or obligation for, determining the quality of the items or services offered through, or the Providers participating in, the DealWell Service. Furthermore, DEALWELL DOES NOT GUARANTY, REPRESENT OR WARRANT, WHETHER EXPRESSLY OR IMPLIEDLY, ANY PROVIDER’S PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OR OTHER INFORMATION PROVIDED THROUGH THE DEALWELL SERVICE. IN NO EVENT SHALL DEALWELL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. You are strongly advised to perform your own investigation prior to selecting a Provider to verify a Provider’s listed credentials and education, and to further verify information about a particular Provider by confirming with the Provider, your current physician, any relevant association relative to a Provider’s specialty, your state medical board, and the National Practitioner Data Bank or the Healthcare Integrity and Protection Data Bank.

The DealWell Service is available for use only as offered by DealWell at the Site. You agree to use the DealWell Service at the Site and not through any other means. You further agree not to create or provide any other means through which the DealWell Service may be used by others, as through server emulators. You acknowledge that you do not have the right to create, publish, distribute, reverse engineer, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for the Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not sell or auction any of the Content or any of the rights relating to such Content. Failure to comply with the restrictions and limitations contained in this Section shall result in the immediate, automatic termination of the license granted hereunder and may subject you to civil and/or criminal liability.

DEALWELL PROVIDES THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT, AND ALL OTHER SERVICES ON AN "AS IS" BASIS, AND (IN ADDITION TO THE DISCLAIMERS OF WARRANTIES SET FORTH ABOVE) HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DEALWELL DOES NOT WARRANT THAT THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL BE UNINTERRUPTED, ERROR-FREE, CONTINUOUS, SECURE, VIRUS-FREE, OR THAT ANY DEFECTS IN THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL BE CORRECTED. DEALWELL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEALWELL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT. YOU SHOULD NOT USE THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT IN HIGH RISK ACTIVITIES WHERE SUBSTANTIAL DAMAGE COULD RESULT IF AN ERROR OCCURRED. DEALWELL DOES NOT WARRANT OR REPRESENT THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OR IMPROPER ACCESS TO YOUR DATA. DEALWELL IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

YOU UNDERSTAND THAT CONTENT AND MATERIALS ON THE INTERNET MAY BE CREATED AND MAINTAINED BY THIRD PARTIES (SUCH AS USER MESSAGE BOARD) AND THAT PORTIONS OF SUCH MATERIALS MAY BE SEXUALLY EXPLICIT, OBSCENE, OFFENSIVE, OR ILLEGAL. IN NO EVENT SHALL DEALWELL BE LIABLE TO ANY PERSON OR ENTITY, EITHER DIRECTLY OR INDIRECTLY, WITH RESPECT TO ANY MATERIALS FROM THIRD PARTIES ACCESSED THOUGH THE SITE OR THE DEALWELL SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FROM YOUR USE OF THE SITE, THE DEALWELL SERVICE AND INTERNET GENERALLY. DEALWELL DISCLAIMS ANY AND ALL RESPONSIBILITY FOR CONTENT PROVIDED BY ANY THIRD PARTY ON THE SITE IN ANY FORM.

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DEALWELL, ITS MEMBERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, ITS LICENSEES, DISTRIBUTORS, CONTENT PROVIDERS, AND OTHER USERS OF THE DEALWELL SERVICE, FROM ALL DAMAGES, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, CLAIMS, CAUSES OF ACTION, CLAIMS, AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COSTS, WHICH DEALWELL MAY HEREAFTER INCUR, SUFFER, OR BE REQUIRED TO PAY, DEFEND, SETTLE (SUBJECT TO ANY LIMITATIONS SET FORTH IN THIS AGREEMENT), OR SATISFY AS A RESULT OR ARISING OUT OF YOUR USE OF THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT OR ANY BREACH OF THIS AGREEMENT BY YOU.

This Agreement is governed by and shall be construed and enforced under the laws of the State of Texas, without applying any conflicts of law principles that would require application of the law of any other jurisdiction. You agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal courts located in Dallas, Texas.

You hereby agree that DealWell will be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that DealWell shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as DealWell may otherwise have available to it under applicable laws.

Except as provided in this Agreement, any changes to this Agreement must be in writing and signed by DealWell and you. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in force. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. DealWell’s failure to act with respect to a breach by you or others does not waive DealWell’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder (except as otherwise set forth in this Agreement), and any attempt to the contrary is void, without written permission of DealWell. This Agreement sets forth the entire understanding and agreement between DealWell and you with respect to DealWell, the Site and the DealWell Service, and this Agreement supersedes all prior agreements (oral or written, if any) between the parties. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of DealWell shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of DealWell. All notice given by you or required under this Agreement shall be e-mailed to support@dealwell.com is effective on the date received.

TERMS OF AGREEMENT
1. Terms of Agreement. DealWell, LLC ("DealWell," “we,” “our” or “us”) offers to allow you (”you” or “User”) access to the Site and the DealWell Service conditioned upon your agreement to all of the terms and conditions contained in this Agreement. Your use of the Site and the DealWell Service constitutes your agreement to all such terms and conditions. If you do not so agree, you must exit the Site, in which case you reject the offered terms of use and will not be permitted to use the DealWell Service. If you have any questions regarding these terms and conditions, please contact customer service at support@dealwell.com.
2. Amendments. DealWell may amend, update, modify or correct this Agreement at any time in its sole discretion by posting the amended Agreement at http://www.dealwell.com. If you choose not to agree to such amendments or modifications, you must exit the Site, in which case you reject the offered terms of use and will not be permitted to use the DealWell Service.
THE DEALWELL SERVICE
1. The DealWell Service. DealWell offers an interactive website through which it primarily advertises, promotes and markets the services of participating medical, health and wellness providers ( “Provider” or “Providers”) and through which you can purchase such services through Service Certificates (“Certificates”) that can be redeemed with Providers (collectively, the "DealWell Service") accessible through the Internet at http://www.dealwell.com (the "Site"). DealWell reserves the right to change the URL address of the Site at any time and from time to time without prior notice. This Agreement governs your use of the Site, regardless of whether you have established an account or registered as a user. DealWell does not provide Internet access, and you are responsible for all fees and costs associated with your Internet connection.
2. Privacy Policy. The Site is an active part of the DealWell Service and any use of the Site is governed by our Privacy Policy which is hereby incorporated into this Agreement by this reference. Please familiarize yourself with our Privacy Policy; links to this document are also provided on the Site.
3. Eligibility. By using the Site and the DealWell Service, you represent that you are an adult 18 years of age or older and fully understand the English language, including, without limitation, the terms and conditions set forth in this Agreement.
No Practice of Medicine; NO Responsibility for Medical Acts; No MEDICAL ADVICE
1. You acknowledge and agree that DealWell is not a health care provider, licensed or otherwise and that no medical professional-patient relationship is created by your use of the DealWell Service. You further acknowledge that the doctor-patient relationship does not commence until you present to the Provider’s office or other facility for your designated appointment. As such, DealWell cannot and will not assume responsibility for the care of any User, which shall, at all times remain the responsibility of the User and/or Provider. DealWell will not be responsible for the assignment of any Provider staff to treat you or any other activity that involves the practice of medicine or any other service any Provider provides that requires licensure, certification or accreditation. Nothing contained in this Agreement is intended or shall be construed to: (i) constitute the use of a medical license for the practice of medicine by anyone other than a licensed physician; or (ii) do any other act or create any other arrangements in violation of the Texas Medical Practice Act.
2. THE INFORMATION PROVIDED ON THE SITE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE.
YOUR HEALTH INFORMATION; NO HIPAA OBLIGATION
You acknowledge and agree that DealWell is not a covered entity as the term is defined by the rules and standards promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), nor is DealWell performing a function on behalf any Provider which would cause DealWell to be considered a business associate for purposes of HIPAA. You further acknowledge that DealWell does not and shall not collect, and shall have no responsibility for collecting, any medical history, individually identifiable health information, or any other personal health information of a User which constitutes Protected Health Information (as defined by HIPAA) in connection with the provision of any service provided to you by a Provider (collectively, “User Health Information”). Providers are solely responsible for the collection and safeguarding of all such User Health information in full compliance with HIPAA and other applicable Laws.
NO OBLIGATION CONCERNING Health Care Services
No part of the DealWell Service and nothing contained in this Agreement is intended or shall be construed: (i) as a requirement, recommendation, endorsement, solicitation, or attempt to exert any influence in any manner upon you to purchase any items or services (including, without limitation, any procedures, opinions or other information) offered through the DealWell Service from any particular Provider; or (ii) to interfere with your right to choose your own health care provider, or with a Provider's judgment regarding your ordering of any items or health care services through the DealWell Service.

Although DealWell uses commercially reasonable and appropriate efforts to verify the information provided by participating Providers, it undertakes no responsibility for, and expressly disclaims any liability or obligation for, determining the quality of the items or services offered through, or the Providers participating in, the DealWell Service. Furthermore, DEALWELL DOES NOT GUARANTY, REPRESENT OR WARRANT, WHETHER EXPRESSLY OR IMPLIEDLY, ANY PROVIDER’S PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OR OTHER INFORMATION PROVIDED THROUGH THE DEALWELL SERVICE. IN NO EVENT SHALL DEALWELL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. You are strongly advised to perform your own investigation prior to selecting a Provider to verify a Provider’s listed credentials and education, and to further verify information about a particular Provider by confirming with the Provider, your current physician, any relevant association relative to a Provider’s specialty, your state medical board, and the National Practitioner Data Bank or the Healthcare Integrity and Protection Data Bank.
CREATING AN ACCOUNT
1. Account. If you choose to create an account, you may create only one account for your personal use. You are liable for all activities conducted through your account You agree that you do not own the account you use to access the DealWell Service, or any other data of which the servers and accounts are comprised.
2. Account Uses. Your account will allow you to, among other capabilities, view and print your Certificates, view and print your receipts for Certificate purchases, view your past purchases and modify any preferences.
3. Account ID. At the time your account is opened, you must provide a valid email address as your account username to identify yourself to DealWell staff (your "account ID"). You may not select as your account ID the email address of another person, or any other name which violates any third party's trademark right, copyright, or other proprietary right, or which may mislead other Users to believe you to be an employee of DealWell, or which DealWell deems in its discretion to be vulgar or otherwise offensive. DealWell reserves the right to delete, or to change, any vulgar or otherwise offensive account ID. You have sole liability for all activities conducted through your account or under your Account ID.
4. Passwords. At the time your account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and you are responsible for any harm resulting from your disclosure or allowing the disclosure of your password or from use by any person of your password to gain access to your account and account ID. At no time should you respond to an online request for a password. DealWell will never ask for your password offline or online, except that you will be required to enter your password as part of the log-on process, or when you are requesting DealWell to perform service that requires your password authentication, in which case you will only send your password to a designated email address or web site.
5. Account Access. You may request that your password be sent via email to the email address listed on your account. You also may make this request automatically by using the “forgot your password” function on your account login page. We will only respond to e-mail messages sent from the e-mail account you used to set up your account. However, DealWell shall have no obligation to further verify that you are the owner of the account before your password is sent. Further, it is your sole responsibility to reset your account and DealWell shall have no obligation or liability arising out of any unauthorized requests for your password or to reset your account.
6. Registration Obligations. You agree to provide true, accurate, current and complete information about yourself as prompted by the account’s registration form ("Registration Data"), and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DealWell has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DealWell has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or the DealWell Service.
7. Former Users. Users whose accounts have been terminated by DealWell may not access the DealWell Service in any manner or for any reason, including through any other account, without the express written permission of DealWell.
8. Related Accounts. If DealWell terminates an account, DealWell may terminate any other accounts that share the same user name, phone number, email address, postal address, IP address, or credit card number with the terminated account.
9. Right To Monitor and Remove Unacceptable Content. DealWell has the right, but not the duty, to review and monitor all content submitted for or included on the Site, and in its sole discretion to remove any content that DealWell finds objectionable for any reason, without any prior notice to the User.
TERMS OF SALE
1. Certificates. You may purchase Certificates through: (i) a submission of a bid in response to an offer (a “Bid”) from a Provider, or (ii) an agreement to pay a fixed price. Certificates are special offers that you purchase from Providers through the DealWell Service. A Certificate is redeemable for the services offered by the Provider identified on the Certificate. The Provider is solely responsible for redeeming the Certificate. You are solely responsible for scheduling an appointment with the Provider and presenting your Certificate to the Provider at the time of your service as your proof of payment for such service. The Provider is the issuer of the Certificate and is fully responsible for all services and goods it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Losses”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Certificate or not. You waive and release DealWell and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Losses arising from or related to any act or omission of a Provider in connection with your use of a Certificate or the services it provides in connection with it.
2. Bid-Specific Rules. If you purchase a Certificate through a Bid, once a Bid is submitted, it cannot be modified by you. At the time your Bid is accepted, your credit (or debit) card will be automatically charged for the amount shown, regardless of whether or not the Certificate is used. By submitting any Bid, you verify that you intend to purchase the Certificate. You shall not use bots, multiple or different identities, credit cards, forms, registrations, addresses or any other methods in order to determine the lowest price for which DealWell will accept a Bid. Any such attempts will void your purchase. DealWell will decide, in its discretion, as to whether purchase characteristics indicate a violation of these rules.
3. Method of Payment.
  1. Purchases made on the Site are transacted exclusively in United States Dollars (USD) and DealWell only accepts payment from valid USD-denominated credit or debit cards.
  2. Upon payment, you must provide a valid credit (or debit) card number, billing address, expiration date and card security code. By purchasing a Certificate you verify that you are authorized to use the relevant credit or debit card. If you choose to set up a billing account, you must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date. If you have set up a billing account, you must promptly notify DealWell if your method of payment is cancelled or if you become aware of a potential breach of security of your billing account, including the unauthorized disclosure of your Account ID or password.
4. Acceptance of Terms. By purchasing any Certificate, you agree to this Agreement, these Terms of Sale, and specifically, the terms on the Certificate itself and any additional, specific terms advertising the Certificate at the time of purchase (collectively, a “Certificate’s Terms”). These Terms of Sale apply to all Certificates that DealWell makes available, unless the Certificate’s Terms state otherwise, and except as otherwise required by law. In the event of a conflict between these Terms of Sale and a Certificate’s Terms, the Certificate’s Terms will control.
5. Expiration Dates. The expiration date for a Certificate is as printed on the Certificate. If you fail to redeem any Certificate before the expiration date, neither DealWell nor the Provider will be obligated to refund the amount you paid for the Certificate or provide the service covered by such Certificate.
6. Restrictions.
  1. All sales of Certificates are final, non-refundable (except as otherwise allowed in this Agreement), non-cancellable and non-changeable;
  2. Certificates are not redeemable for cash, unless required by law and credit will not be given for any unused Certificates and cannot be used toward any future purchases;
  3. Unauthorized or unlawful reproduction, resale, modification or trade of Certificates is prohibited;
  4. Neither DealWell nor the Provider is responsible for lost or stolen Certificates or Certificate Numbers; and
  5. Duplicate use, sale or trade of a Certificate is prohibited, except as required by law.
DISCLAIMERS CONCERNING ELIGIBILITY FOR INSURANCE COVERAGE AND FSA/HSA PLAN REIMBURSEMENT
1. Insurance Coverage. DealWell does not accept insurance as a form of payment. However, certain purchases made on the DealWell Site may count toward your insurance deductible, depending on your policy. Every insurance plan is different, so please contact your insurance company to determine the specifics of your situation. You are solely responsible for pursuing credit from your insurance companies. Neither DealWell nor the Provider will have any responsibility to submit a claim to your insurance on your behalf.
2. FSA/HSA Plans. Purchases you make on the DealWell Site may be eligible for reimbursement from your FSA/HSA plan, if the service you purchase is covered by your particular plan. Please contact your FSA/HSA Plan Administrator to determine the specifics of your situation. You are solely responsible for pursuing reimbursement from your plan. Neither DealWell nor the Provider will have any responsibility to submit a claim to your plan on your behalf.
REFUNDS
1. Inability to Receive Service. If a determination is made by the Provider that you are medically or otherwise physically unable to receive a service for which you purchased a Certificate, DealWell may refund the amount you paid for the Certificate upon request in the original form of payment, or provide you a credit for future purchases through the DealWell Service.
2. Refusal to Honor Certificate. If a Provider refuses to honor your Certificate before the expiration date of that Certificate, DealWell will refund the amount you paid for the Certificate upon request in the original form of payment, or will provide you a credit for future purchases through the DealWell Service, if DealWell determines that the Certificate is valid and has not already been redeemed. In order to receive the refund or credit, you must provide the following information in writing to support@dealwell.com: (i) identification of the Certificate and Provider with whom you sought to redeem the Certificate; (ii) statement of the date, time, and circumstances under which the Provider refused to redeem the Certificate; and (iii) a statement, under penalty of perjury, that the Certificate has never been redeemed with the Provider.
3. Any refunds in the form of credits DealWell may provide to you in any of the above circumstances do not expire.
4. To contact DealWell customer service, please contact support@dealwell.com.
REFERRAL PROGRAM
1. The Program. DealWell offers a Referral Program through which you can earn a discount off future purchases of Certificates if a non-DealWell customer you refer purchases a Certificate on the Site. You may refer up to 5 friends and earn up to a maximum of $50 in discounts over the lifetime of your participation across all referrals (“Program Limit”).
2. The Terms. To participate in the Program, refer friends who have never purchased a Certificate from the Site (a “New User”) by entering your friend’s email address into a Refer-A-Friend module on the Site. Your friend will be sent a unique coupon code and a link to the Site, and if he/she is a New User and makes a purchase on DealWell using the coupon code within 60 days, DealWell will email you a coupon code, up to the Program Limit, which can be used for discounts off subsequent DealWell purchases.
3. DealWell reserves the right at any time to modify or discontinue the Referral Program either temporarily or permanently (or any part thereof) with or without notice. DealWell will not be liable to you in the event of any modification, suspension or discontinuance of the Referral Program.
CONTENT AND PROPRIETARY RIGHTS; USER CONDUCT
1. Content. You acknowledge that: (i) by using the Site and the DealWell Service you will have access to, among other things, trademarks, trade names, logos, computer code, graphics, themes, objects, catch phrases, concepts, artwork, methods of operations, “look and feel,” content, data and any other content or information and moral rights (collectively, the "Content"); and (ii) the Content may be provided under license by Providers or other independent content providers (all such independent content providers shall hereinafter be referred to as "Content Providers"). DealWell does not pre-screen Content as a matter of policy. DealWell has the right, but not the obligation, to remove Content at any time which it deems to be harmful, offensive or otherwise in violation of this Agreement.
2. Rights in Content. You acknowledge that DealWell and Content Providers have ownership and intellectual property rights in their respective Content under the copyright and patent laws of the United States and other applicable laws, international treaties and conventions and that you accept full responsibility and liability for your use of any Content in violation of any such rights. You agree that you will not use any Content other than in connection with use of the DealWell Service.
3. User Content. Users may provide Content to our servers in various forms, such as posting reviews, questions, and providing any other statements, or other information. Unless specified otherwise in your transmission, by submitting your Content to any area on the DealWell Service, you automatically grant (or you warrant that the owner of such Content has expressly granted) to DealWell the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Your license of any Comments or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
4. Your Comments are Public. You understand and agree that all Comments are public and not private. Any other person (whether or not a user of the DealWell Service) may read your Comments without your knowledge. Please do not include any personal information or User Health Information (as defined in our Privacy Policy) in your Comments. DealWell does not control or endorse any Comment found in any part of the Site, and we specifically disclaim any liability concerning Comments, including any objectionable content. Any and all Comments you post to our Site are not confidential.
5. Trademarks. DealWell is the exclusive property of DealWell, LLC. The DealWell trademark, together with other trademarks that are located within or on the Site shall not be deemed to be in the public domain.
6. Your Conduct. You agree not to use the Site or the DealWell Service to: (i) upload, post, e-mail or otherwise transmit Content that infringes any third party rights; (ii) impersonate any person or entity, including, but not limited to, DealWell's employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) upload, post, e-mail or otherwise transmit Content that violates any law or regulation; (iv) upload, post, e-mail or otherwise transmit Content as determined by DealWell at its sole discretion that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; or contains any viruses, Trojan horses, worms, time bombs, cancelbot or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (v) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (vi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (vii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (viii) "stalk" or otherwise harass another User. If you engage in any of the foregoing wrongdoing, you may suffer severe consequences including, but not limited to, the following: (i) DealWell may suspend your account for an indefinite period time; (ii) DealWell may terminate your account; and (iii) DealWell reserves the right to seek further legal remedies against you.
OFFICIAL SERVICE
The DealWell Service is available for use only as offered by DealWell at the Site. You agree to use the DealWell Service at the Site and not through any other means. You further agree not to create or provide any other means through which the DealWell Service may be used by others, as through server emulators. You acknowledge that you do not have the right to create, publish, distribute, reverse engineer, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for the Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not sell or auction any of the Content or any of the rights relating to such Content. Failure to comply with the restrictions and limitations contained in this Section shall result in the immediate, automatic termination of the license granted hereunder and may subject you to civil and/or criminal liability.
INTERRUPTION OF SERVICE
1. DealWell reserves the right to interrupt the DealWell Service from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance.
2. You acknowledge that the DealWell Service may be interrupted for reasons beyond the control of DealWell, and DealWell cannot guarantee that you will be able to access the DealWell Service or your account whenever you may wish to do so. DealWell shall not be liable for any interruption of the DealWell Service, delay or failure to perform resulting from any causes beyond its reasonable control.
3. DealWell shall not be obligated to refund any and all portion of any Certificate purchases by reason of any interruption of the DealWell Service and by reason of any of the circumstances described in paragraphs a. or b. above.
4. The DealWell Service is an “online” service that must be used over the Internet. You understand and agree that the DealWell Service is provided by DealWell at its discretion and may be terminated or otherwise discontinued at the sole discretion of DealWell pursuant to this Agreement.
DISCLAIMER OF WARRANTIES
DEALWELL PROVIDES THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT, AND ALL OTHER SERVICES ON AN "AS IS" BASIS, AND (IN ADDITION TO THE DISCLAIMERS OF WARRANTIES SET FORTH ABOVE) HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DEALWELL DOES NOT WARRANT THAT THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL BE UNINTERRUPTED, ERROR-FREE, CONTINUOUS, SECURE, VIRUS-FREE, OR THAT ANY DEFECTS IN THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT WILL BE CORRECTED. DEALWELL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEALWELL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT. YOU SHOULD NOT USE THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT IN HIGH RISK ACTIVITIES WHERE SUBSTANTIAL DAMAGE COULD RESULT IF AN ERROR OCCURRED. DEALWELL DOES NOT WARRANT OR REPRESENT THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OR IMPROPER ACCESS TO YOUR DATA. DEALWELL IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
1. THE MAXIMUM AMOUNT AND THE TOTAL LIABILITY OF DEALWELL TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DEALWELL FOR THE TOTAL PURCHASE OF CERTIFICATES IN AND WITHIN THE SAME MONTH OF THE EVENT CAUSING LIABILITY. IN NO EVENT SHALL DEALWELL, OR ANY OF ITS MEMBERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER OR IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE, DEALWELL SERVICE OR YOUR ACCOUNT OR THIS AGREEMENT, WHETHER OR NOT DEALWELL MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE REMEDY TO YOU DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, OR FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU.
2. You agree to release any and all liabilities of DealWell related to your purchase and use of Certificates, except that DealWell is responsible for providing such Certificates to you as part of the DealWell Service.
3. You agree to release any and all liabilities of DealWell related to any computer virus infection to your computer, whether it is through DealWell's server or third party activities.
4. You agree that DealWell will not be held responsible or liable for anything that occurs or results from accessing, or registering as a user of, the Site or the DealWell Service.
5. YOU AND DEALWELL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DEALWELL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
UNCENSORED INFORMATION
YOU UNDERSTAND THAT CONTENT AND MATERIALS ON THE INTERNET MAY BE CREATED AND MAINTAINED BY THIRD PARTIES (SUCH AS USER MESSAGE BOARD) AND THAT PORTIONS OF SUCH MATERIALS MAY BE SEXUALLY EXPLICIT, OBSCENE, OFFENSIVE, OR ILLEGAL. IN NO EVENT SHALL DEALWELL BE LIABLE TO ANY PERSON OR ENTITY, EITHER DIRECTLY OR INDIRECTLY, WITH RESPECT TO ANY MATERIALS FROM THIRD PARTIES ACCESSED THOUGH THE SITE OR THE DEALWELL SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FROM YOUR USE OF THE SITE, THE DEALWELL SERVICE AND INTERNET GENERALLY. DEALWELL DISCLAIMS ANY AND ALL RESPONSIBILITY FOR CONTENT PROVIDED BY ANY THIRD PARTY ON THE SITE IN ANY FORM.
INDEMNIFICATION
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DEALWELL, ITS MEMBERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, ITS LICENSEES, DISTRIBUTORS, CONTENT PROVIDERS, AND OTHER USERS OF THE DEALWELL SERVICE, FROM ALL DAMAGES, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, CLAIMS, CAUSES OF ACTION, CLAIMS, AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COSTS, WHICH DEALWELL MAY HEREAFTER INCUR, SUFFER, OR BE REQUIRED TO PAY, DEFEND, SETTLE (SUBJECT TO ANY LIMITATIONS SET FORTH IN THIS AGREEMENT), OR SATISFY AS A RESULT OR ARISING OUT OF YOUR USE OF THE SITE, DEALWELL SERVICE AND YOUR ACCOUNT OR ANY BREACH OF THIS AGREEMENT BY YOU.
TERMINATION
1. DealWell may terminate this Agreement (including your account) immediately and without notice if you breach this Agreement or willfully infringe any third party intellectual property rights, or if DealWell is unable to verify or authenticate any information you provide to us which is, in our sole discretion, inappropriate and/or in violation of the spirit of the DealWell Service as described in this Agreement. If DealWell terminates this Agreement under any circumstances, you will lose access to your Account without refund of any fees paid for the purchases of any Certificates.
2. You agree that if the DealWell Service or your Account is terminated or cancelled for any reasons or length of time, you are not entitled to any reimbursement or refund of any fees paid for the purchases of any Certificates.
CHOICE OF LAW AND VENUE.
This Agreement is governed by and shall be construed and enforced under the laws of the State of Texas, without applying any conflicts of law principles that would require application of the law of any other jurisdiction. You agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal courts located in Dallas, Texas.
EQUITABLE REMEDIES
You hereby agree that DealWell will be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that DealWell shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as DealWell may otherwise have available to it under applicable laws.
GENERAL PROVISIONS
Except as provided in this Agreement, any changes to this Agreement must be in writing and signed by DealWell and you. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in force. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. DealWell’s failure to act with respect to a breach by you or others does not waive DealWell’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder (except as otherwise set forth in this Agreement), and any attempt to the contrary is void, without written permission of DealWell. This Agreement sets forth the entire understanding and agreement between DealWell and you with respect to DealWell, the Site and the DealWell Service, and this Agreement supersedes all prior agreements (oral or written, if any) between the parties. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of DealWell shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of DealWell. All notice given by you or required under this Agreement shall be e-mailed to support@dealwell.com is effective on the date received.

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