Welcome to the Welligama App ("App"). The App is owned and operated by Impulse Inc., a company incorporated in Delaware, United States (“Company”, “we” or “us”). These Terms of Use (this “Agreement” or “Terms”) are a legal agreement between you (“you”) and Company for use of the App, the websites (www.welligama.com, and www.heyimpulse.com) and all related services, features and content offered by the Company. This Agreement is not concluded with Apple, Inc., any of its subsidiaries, Google, Inc., any of its subsidiaries, or any other entity as may apply.

Acceptance of Terms

Please read this Agreement carefully before using the App. By creating an account or accessing or using the App, you acknowledge that you accept and agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP. We may modify this Agreement from time to time. We will notify you by email, through the App, or by presenting you with a new version of the Agreement for you to accept if we make modifications that materially change your rights. Your continued use of the App after the effective date of an updated version of the Agreement will indicate your acceptance of the Agreement as modified.

Registration and Eligibility

To use the app, you must be at least 18 years of age and not barred from using the App under applicable law. By agreeing to these Terms, you represent and warrant that you are at least 18 years of age. To use the App, you will be required to create or update an account (“Account”) and will be asked to provide certain personal information, which may include your name, birth date, and e-mail address. This information will be held and used in accordance with our privacy policy, which can be found below (“Privacy Policy”). You agree that you will supply accurate and complete information to the Company, and that you will update that information promptly after it changes.

Scope of Services

The App is designed to help users take charge of their wellbeing by using information you share about your wellbeing including but not limited to, exercise minutes, meditation minutes, sleep behavior, emotions, feelings, and physical symptoms. The App may provide education information and suggestions for improving well-being, but it does not diagnose health conditions, provide medical information, or replace professional medical advice. Users should consult with a healthcare professional before making any decisions based on the information provided by the App.

Use at Your Own Risk

We aspire to help make certain wellbeing-related educational information more readily available and useful to you. However, the App cannot and does not guarantee health-related improvements or outcomes. Your use of the App and any information, predictions, or suggestions provided in the App are at your sole risk. By using the App, you agree that you are solely responsible for any decisions made and the outcomes of those decisions based on the information provided by the App. By using the App, you agree that the Company is not responsible for any injury or harm resulting from your use of the App. By using the App, you release the Company from any damages or liabilities arising from your use of the App. We make no representation or warranty of any kind as to the accuracy of data, information, estimates, and predictions that we may provide to you through the App and you agree and understand that the App is not intended to match or serve the same purpose as a medical or scientific device or healthcare provider.

Medical Services Disclaimer

The Company is not a licensed medical care provider and the App is not intended to replace professional medication advice or diagnose, treat or manage any illness or medical condition, whether physical or mental. Please consult with a licensed physician or other qualified health provider before making any decisions or taking any actions that may affect your health and safety or that your family. Never disregard professional medical advice or delay in seeking it because of something you have read in connection with the app. Always consult your healthcare professional if you have any questions or concerns about your health or condition or experience any changes in your condition or health status. If you think you have a medical emergency, call emergency services or go to the nearest open emergency room immediately. We disclaim liability for any errors or omissions or for unintended technical inaccuracies or typographical errors in the provided materials, as well as any violation of any ethical or moral standards applicable in your community to health and wellbeing educational and related materials.

Your Use of the App

Any content you submit through the App is governed by the Company’s Privacy Policy. If you submit a question or response, you are solely responsible for your own communications, the consequences of posting those communications, and your reliance on any communications found in the public areas. The Company and its licensors are not responsible for the consequences of any communications in the public areas. In cases where you feel threatened or you believe someone else is in danger, you should contact your local law enforcement agency immediately. If you think you may have a medical emergency, call your doctor or emergency services immediately. As a condition of using the App, you agree not to use the App for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the App and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes.

Prohibited Conduct

You agree not to engage in any of the following prohibited activities when using the App :

1. Violating any applicable laws, regulations, or guidelines;

2. Infringing on the rights of others, including intellectual property rights;

3. Posting or transmitting any content that is offensive, abusive, defamatory, harassing, or otherwise objectionable;

4. Impersonating any person or entity or falsely representing your affiliation with any person or entity;

5. Interfering with or disrupting the operation of the App or the servers or networks connected to the App;

6. Attempting to gain unauthorized access to the App or any user accounts or data;

7. Using any automated means, such as bots or scripts, to access, scrape, or otherwise collect information from the App;

8. Transmitting or uploading any viruses, malware, or other harmful code through the app that is technologically harmful or designed to interrupt, destroy or limit the functionality of any computer software, the App or any associated application or websites of the Company;

9. Resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the App;

10. Modify, reverse engineer, decompile or disassemble the App;

11. Copy, adapt, alter, modify, translate, or create derivative works of the App without the written authorization of the Company;

12. Permit other individuals to use the App, including but not limited to shared use via a network connection, except under the terms of this Agreement;

13. Circumvent or disable any technological features or measures in the App for protection of intellectual property rights;

14. Use the App in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;

15. Use or access the App to compile data in a manner that is used or usable by a competitive product or service;

16. Use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;

17. Upload or transmit any communications that infringe or violate the rights of any party;

18. Upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement, and the Company’s Privacy Policy; or

19. Engaging in any activity that, in the sole discretion of Company, harms or may harm other users or the App

Any such forbidden use shall immediately terminate your license to use the App.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE COMMUNICATIONS DECENCY ACT OF 1996), THE COMPANY DISCLAIMS LIABILITY FOR ANY DIRECT OR INDIRECT CONSEQUENCES ARISING FROM THE INFORMATION, LINKS, AND MATERIALS POSTED BY USERS, ANY ACTIONS OR INACTIONS OF USERS, VIOLATIONS OF ANY APPLICABLE LAWS AND REGULATIONS.

Limited License to the App

Company grants you a limited, non-exclusive, non-transferable, revocable license to use the App for your personal, non-commercial use, subject to these Terms.

You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the App without prior express written permission from the Company which may be withheld for any or no reason. You further agree not to download, display or use any content on the App that is provided by the Company or its licensors located on the App for use in any publications, in public performances, on websites other than the App for any other commercial purpose, in connection with products or services that are not those of the Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits the Company and/or its licensors, that dilutes the strength of the Company or its licensor's property, or that otherwise infringes the Company or its licensors’ intellectual property rights. You further agree to in no other way misuse any content published by the Company or third-party content that appears on the App.

All rights, title, and interest in and to the App not expressly granted in this Agreement are reserved by the Company. If you wish to use the Company’s software, title, trade name, trademark, service mark, logo, domain name and/or any other identification with notable brand features or other content owned by the Company, you must obtain written permission from the Company. Permission requests may be sent to support@heyimpulse.com

To avoid any doubt, the Company owns all the text, images, photos, audio, video, location data, software, code, and all other forms of data or communication that the Company creates and makes available in connection with the App, including but not limited to visual interfaces, interactive features, graphics, design, compilation of User Content, and the compilation of aggregate user review ratings and all other elements and components of the App, excluding User Content (collectively referred to herein as the “Company’s Content”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the App and the Company’s Content are retained by us.

License to Paid Content

Your use of the App, where you are submitting, posting, or sharing content with other users through the App, such as text, images, and other materials that require other users to purchase the content (hereafter defined as “Paid Content”) is governed by the terms of the Creator Agreement.  The Company reserves the right to review all Paid Content prior to submission to the App and to remove any content or media for any reason, at any time, without prior notice, at our sole discretion.

License to User Social Content

You may be able to submit, post, or share content with other users through the App, such as text, images, and other materials shared on your Profile ("User Social Content"). You retain all rights to such User Social Content that you post or share in the App. By providing your User Social Content to the App, you (i) grant the Company a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Social Content in connection with providing and operating the App and related services and/or for the Company’s promotional purposes (for example, by displaying on our website, within the App, in social media, on any website or platform in the internet as we may deem appropriate), subject to the Privacy Policy; and (ii) you agree to indemnify the Company and its affiliates, directors, officers, and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the media and/or your failure to company with the terms described in this Agreement. You represent and warrant that you have the necessary rights to grant this license. The Company reserves the right to review all User Content prior to submission to the App and to remove any content or media for any reason, at any time, without prior notice, at our sole discretion.

Wellbeing Content

You may input personal health and wellbeing content into the App such as daily check-ins on physical and emotional health metrics, notes, journal entries, questions asked from Welligama Guru, collectively as defined in the Privacy Policy as “Wellbeing Content”. You retain all rights and ownership to all Wellbeing Content.

Billing

Subscription. The mobile application may offer subscription plans that grant you access to additional features enhanced by data science, algorithms, personalized insights based on your symptoms, tools for detecting physical and emotional patterns, and wellbeing reports. By accessing Welligama you agree that your purchases are not contingent on the provision of any future functionality or features, or dependent on any oral or written public statements, and comments made by Company regarding such functionality or features. 

Some of our subscriptions include a trial period, where you can experience the application for a specified period at no cost or at a reduced price (“Trial”). Subscription with the Trial period will automatically renew to a paid subscription once your Trial expires. If you purchase access to content or services through a third party, separate terms and conditions with such third party may apply in addition to these terms. Please contact the third party regarding any refunds or to manage your subscription. 

Billing. You may be able to make purchases through the App or through a third party by paying a fee plus applicable taxes in advance as a one-time purchase, on a monthly basis or some other recurring interval disclosed to you prior to your purchase. 

Price and tax changes. Company may from time to time make changes to subscriptions, purchases and other billing fees including recurring subscription fees and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the App after the price change takes effect, you will have accepted the new price. If you don’t agree to a price change, you can reject the change by unsubscribing from the applicable subscription plans prior to the price change going into effect.

Tax rates or other fees are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Renewal and Cancellation. Your payment to Company or the third party through which you make subscriptions will automatically renew at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period. You must cancel your subscription or Trial before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your subscription through a third party, you can cancel at any time with the App provider. Contact our Support team at support@heyimpulse.com for instructions on how to cancel.

Passwords

You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your App passwords or account. It is your sole responsibility to (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your App account and password; (3) promptly inform the Company if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password. Send us an email at support@heyimpulse.com. You grant the Company and all other persons or entities involved in the operation of the App the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the App. You further acknowledge and agree that the App and account are designed and intended for personal use on an individual basis and you should not share your account and/or password details with another individual. The Company cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received arising from the using the App, and shall not be responsible for any losses arising out of the unauthorized use of your account or information resulting from you not following these rules.

Warranty disclaimer

The Company controls and operates the App from various locations and makes no representation that the App is appropriate or available for use in all locations. The App or certain features of it may not be available in your location or may vary across locations.

THE APP IS PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. NEITHER THE COMPANY, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS OR CONTENT PROVIDERS WARRANTS, AND EACH OF THEM HEREBY EXPRESSLY DISCLAIMS, THAT: (A) THE APP WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE RESULTS OF USING THE APP WILL MEET YOUR REQUIREMENTS. OR (E) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT, TEXT, IMAGES, SOFTWARE, GRAPHICS, OR COMMUNICATIONS PROVIDED BY THIRD PARTIES ON OR THROUGH THE APP, INCLUDING IN SECRET CHATS. YOUR USE OF THE APP IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR MISUSE OF THIS APP. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE APP EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE APP OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NONE OF THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS, OR CONTENT PROVIDERS, OR ANY THIRD PARTIES MENTIONED ON THE APP SHALL BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE APP.  THE LAWS OF SOME STATES / COUNTRIES IMPOSE RESTRICTIONS ON LIMITING LIABILITY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. WHERE ANY PROVISION IS EXPRESSED TO EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN PERMITTED BY APPLICABLE LAW, THAT PROVISION SHALL BE DEEMED TO ONLY EXCLUDE OR LIMIT OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Use of Mobile Devices

Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the App on a mobile device.

Third-Party Services and Links

The App may give you access to links to third-party websites, apps, or other products or services (“Third Party Services”). The Company does not control Third Party Services in any manner and, accordingly, the Company is not responsible for the privacy practices of such Third Party Services and does not assume any liability associated with such Third Party Services. Your linking to or use of any Third Party Services other than the App is at your own risk. The Company's inclusion of links to Third Party Services does not imply any endorsement of any kind by the Company of the material located on or linked to by such Third Party Services and should not be deemed as such by any user of the App. The Company disclaims any responsibility for the products or services offered or the information contained on any Third Party Services. You need to take appropriate steps to determine whether accessing a Third Party Service is appropriate, including protecting your personal information and privacy in using any such Third Party Services and complying with relevant agreements.

You shall not link to our websites, app, content or services in a way that is: (i) illegal, (ii) suggests any form of association, approval or endorsement with or by us where none exists, (iii) damages our reputation or takes advantage of it, or (iv) is unfair.   

Your Feedback

We welcome your feedback about the App. Unless otherwise expressly declared, any communications you send to us or publish in app stores are deemed to be submitted on a non-confidential basis. You agree that we may decide to publicize such contents at our own discretion. You agree to authorize us to make use of such contents for free, and revise, modify, adjust and change it contextually, or make any other changes, in each case as we deem appropriate.

Enforcement Rights

We are not obligated to monitor access or use of the App. However, we reserve the right to do so for purposes of operating and maintaining the App, ensuring your compliance with this Agreement, and complying with applicable legal requirements. We may disclose unlawful conduct to law enforcement authorities, and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable any content posted to the App or access to the App at any time, in each case without notice and at our sole discretion if we determine in our sole discretion that your content or use of the App is objectionable or in violation this Agreement.

We may refuse service, close Accounts, and change eligibility requirements at any time.

The Company has no liability or responsibility to users of the App or any other person or entity for performance or nonperformance of the aforementioned activities.

Changes to the App

From time to time and without prior notice to you, we may change, expand, and improve the App. We may also, at any time, cease to continue operating part or all of the App or selectively disable certain features of the App. Your use of the App does not entitle you to the continued provision or availability of the App. Any modification or elimination of the App or any particular features will be done in our sole and absolute discretion and without an ongoing obligation or liability to you.

Modification and Amendments

We reserve the right, at our sole discretion, to modify or replace these Terms at any time, often with notice to the users. The manner and frequency of such notices are at our discretion and may vary depending on the nature and significance of the changes made. We will provide direct notices of any changes through various means, including but not limited to, email notifications, posting on our website, or direct communication through the App.

Your continued use of our App after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms. If you do not agree to the changes, you should discontinue your use of the App. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the App.

Indemnity

You agree to defend, indemnify, and hold the Company, its officers, directors, employees, agents, affiliates, representatives, licensors, suppliers, partners, advertisers and content providers, harmless from and against any claims, actions, demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, arising out of or resulting from, or alleged to result from, your violation of this Agreement.

Alternative Dispute Resolution:

Before resorting to formal arbitration, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within a specified period with a statement of its position on and a recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within 60 days of the initial written notice to exchange relevant information and perspectives, and to attempt to resolve the dispute.

If the dispute is not resolved by these negotiations, the parties agree to then try to resolve the issue through mediation administered by a mutually agreed-upon mediator in a mutually agreed-upon location. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.

If the matter is not resolved through negotiation or mediation, then the parties may proceed to the arbitration process as described in the "Dispute Resolution" section of this Agreement.

Governing Law

These Terms and any separate agreements including our Privacy Policy and Creator Agreement, whereby we provide you services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our App, and supersede and replace any prior agreements we might have had between us regarding the App.

Any disputes or claims arising out of or in connection with these Terms or the use of the App will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, United States.

Dispute Resolution

If the parties are unable to resolve any disputes through the aforementioned negotiation or mediation processes, the following provisions will apply:

Unless otherwise required by mandatory laws in your country of residence, the Agreement (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND COMPANY 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 ACTION. Unless both you and Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

If you are a resident of any European Union country or the United Kingdom, Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.

IF YOU RESIDE IN THE UNITED STATES, THE ARBITRATION AGREEMENT IN THIS SECTION 22 APPLY TO YOU. PLEASE READ THEM CAREFULLY.

This Arbitration Agreement only applies to you if you reside in the United States.

You may opt out of this Arbitration Agreement. If you do so, neither you nor the Company can require the other to participate in an arbitration proceeding.

To opt out, you must notify the Company in writing postmarked within 30 days of the date you first accepted this Agreement. You must use this address to opt out:

Impulse Inc. 251 Little Falls Drive, Wilmington, Delaware
19808, USA

If you do not reside in the United States, and you nevertheless attempt to bring any legal claim against the Company in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 22 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

The Company is committed to participating in a consumer-friendly dispute resolution process. To that end, this Agreement provides for a two-part process for individuals to whom this Section 22 applies: (1) an informal negotiation directly with the Company’s customer service team, and, if necessary, (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and the Company each retain the right to seek relief in small claims court as an alternative to arbitration. 

At least 30 days prior to initiating an arbitration, you and the Company each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Impulse Inc. 251 Little Falls Drive, Wilmington, Delaware
19808, USA. The Company will send its notice of dispute to the email address associated with your Company account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).

You and the Company mutually agree that any dispute, claim or controversy arising out of or relating to this Agreement (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”).  If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and the Company agree that the arbitrator will decide that issue.

This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules. 

In order to make the arbitration most convenient to you, the Company agrees that any required arbitration hearing may be conducted, at your option: (a) in the US county where you reside; (b) in New Castle County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

No Class Actions or Representative Proceedings. You and the Company acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

If the Company changes this Section 22 after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and the Company (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and the Company.

Except as provided in the preceding paragraph, upon termination, all provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, all ownership provisions, warranty disclaimers, and limitations of liability.

If for any reason an arbitral tribunal or court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this Agreement shall be admissible in arbitral, judicial or administrative proceedings.

No waiver of by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

Notice and Takedown Procedures

If you believe any materials accessible on or from the App infringe your copyright, you may request removal of those materials (or access thereto) from this App by contacting the Company and providing the following information:

а. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and, where possible, include a copy or the location of an authorized version of the work.

b. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

c. Your name, address, telephone number and (if available) e-mail address.

d. A statement that you have a good faith belief that the complained use of the materials is not authorised by the copyright owner, its agent, or the law.

e. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

f. A signature or the electronic equivalent from the copyright holder or authorized representative.

In an effort to protect the rights of copyright owners, the Company maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the App who are repeat infringers.

Questions and Comments

If you have any comments or questions on any part of the App or any part of these Terms of Use, require support, or have any claims, please contact us at support@heyimpulse.com

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