TERMS AND CONDITIONS

MONIWELL, SPC
Terms and Conditions of Online Programs

Last Modified : January 2, 2024

1. Introduction.

The purpose of this page is to familiarize you with the policies and procedures relating to the Programs (as defined below) of MONIWELL, SPC, a California social purpose corporation (referred to as “we”, “us”, “our”, or the “Company”). These terms and conditions relating our Programs (the “Terms”), together with any other legal agreements we reference herein, including without limitation, our Terms of Use/Service found at https://moniwell.com/terms-and-conditions/ and our Privacy Policy found at https://moniwell.com/privacy-policy/, each of which is incorporated herein by this reference (collectively the “Agreement”), are made by and between the participant or the participant’s parent(s), guardian(s), or other individual or corporate agent, as applicable (“you”, “your”, or the “Participant”) and the Company. In order to complete a Program, you are required to accept and agree to all policies and procedures established by the Company, including those terms and conditions set forth hereunder. The information in this document will be updated regularly and you may be notified whenever these Terms are updated. From time to time herein, the Company and the Participant may be referred to individually as a “party” or collectively as the “parties”.

2. Subscriptions & Programs.

The Company offers various programs focused on mental health, wellness, and financial self-efficacy, as described below in this section (collectively the “Programs”).

    1. Programs for Advisor Partners.
      We also offer Programs, which may be more specifically described or defined elsewhere on our Website (including here: www.moniwell.com/learn-more) to financial professionals and advisors (the “Advisor Program”). The Advisor Program is not currently a white labeled offering but it is co-branded for the end user or Company, subject to all terms and conditions herein. The Advisor Partner Program is billed annually at a rate to be determined at time of proposal and will consist of set up fee, base fee plus an additional fee per participant user which will be charged automatically to your entered payment method each year thereafter unless and until canceled by you. This cost can be passed on to Company, shared with Advisor and Company or offered under a reseller agreement.  It is your sole responsibility to keep your payment method current in accordance with these Terms. Any returned or unprocessed payment will result in the immediate cessation of your access to any of the Programs, as well as a discretionary penalty of forty-five ($45.00) per returned or unprocessed payment instance, which may be added to your balance due and must be paid prior to Program access reinstatement.
    2. Programs for Employers.
      We also offer Programs, which may be more specifically described or defined elsewhere on our Website (including here: (including here: www.moniwell.com/) to all other business entities ineligible for the Advisor or Institutional Program (the Employer Program”). The Employer Program requires a one (1) year commitment that is billed annually at a rate of an annual non-refundable base fee of five hundred dollars ($500.00). Additionally, there will be an annual twelve dollar ($12.00) per employee fee charged. Upon renewal each year, you will receive a credit for those employees that have not accessed the Program. Any credit amount may be applied for future per employee fees assessed in subsequent years. It is your sole responsibility to keep your payment method current in accordance with these Terms. Any returned or unprocessed payment will result in the immediate cessation of your access to any of the Programs, as well as a discretionary penalty of forty-five ($45.00) per returned or unprocessed payment instance, which may be added to your balance due and must be paid prior to Program access reinstatement.
    3. Programs for Enterprise Partners.

      We also offer Programs, which may be more specifically described or defined elsewhere on our Website (including here: (including here: www.moniwell.com/programs) to all other business entities ineligible for the Advisor or Employer Program (the Enterprise Partner Program”). The Enterprise Partner Program is not currently a white labeled offering, but it is co-branded for the end user or Company, subject to all terms and conditions herein. The Enterprise Partner Program is a licensed version of the Moniwell Texting Program, billed annually at a rate to be determined at time of proposal and will consist of setup fee, base fee plus an additional fee per participant user which will be charged automatically to your entered payment method each year thereafter unless and until canceled by you. It is your sole responsibility to keep your payment method current in accordance with these Terms. Any returned or unprocessed payment will result in the immediate cessation of your access to any of the Programs, as well as a discretionary penalty of forty-five ($45.00) per returned or unprocessed payment instance, which may be added to your balance due and must be paid prior to Program access reinstatement.

3. Cancellation.
For cancellations of any of our Programs, you must provide the Company thirty (30) days written notice of such cancellation. Failure to do so may result in additional fees being charged. Participants seeking cancellation of a Business Program may do so as described in this section, but will still be billed for the entire one (1) year commitment, at our sole discretion.
4. Changes to Your Information.
It is your responsibility to inform us of any changes to your information, including without limitation, your address, contact person(s), e-mail address(es), telephone number(s), or any other information such as updated or changed credit card information. The Company is not responsible for having outdated information on file for you. NEITHER UNDELIVERED E-MAILS NOR DECLINED CREDIT CHARGES WILL BE SUFFICIENT TO INDICATE TO THE COMPANY THAT YOUR INFORMATION HAS CHANGED – YOU MUST NOTIFY US OF ANY SUCH CHANGES.
5. E-Mail and Other Electronic Correspondences.
THE COMPANY IS NOT RESPONSIBLE FOR ANY PARTICIPANT NOT RECEIVING OR NOT READING OUR E-MAILS OR OTHER ELECTRONIC CORRESPONDENCES. It is your responsibility to read any receipts, invoices, statements, and e-mails that we or our agents under the Agreement may send to you. Therefore, please ensure e-mails and other electronic correspondences from us are not marked as spam, junk, or labeled as bulk messages. IF YOU UNSUBSCRIBE FROM RECEIVING E-MAILS FROM THE COMPANY OR ANY OF ITS AGENTS HEREUNDER, WE CANNOT ADD YOU BACK TO THE E-MAIL LIST WITHOUT CREATING A NEW ACCOUNT.

6. Discontinuation of Programs.

We reserve the right, in our sole discretion, to discontinue any Participant’s Program for unreadiness or behavioral problems and also reserve the right to discontinue a Participant’s Program due to any verbal and/or written harassment, threatening remarks, noncompliance with our policies and procedures, or teacher or other participant safety concerns. Unused Program fees may or may not be refunded to the Participant, in our sole discretion, depending on the severity of the situation.
7. Intellectual Property.
The entire contents, features, and functionality, including without limitation, all information, Company logo(s), and all related names, logos, product and service names, designs, slogans, software, Programs, text, displays, images, video and audio, and the design, selection and arrangement thereof of all of our Programs (collectively the “Content”), are owned by the Company, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Participants with a Employer, Advisor Partner and/or Enterprise Partner Program are hereby granted a limited, non-transferable, and revocable license to use portions of the Content only for their employees during the one (1) year commitment term thereof. If you wish to make any use of any of the Content, other than that set out herein, please address your request to: info@moniwell.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of our Programs in breach of the Agreement, your rights relating to the Programs will cease immediately and you must, at our option, return or destroy any copies of the Content or other materials you have made. No right, title, or interest in or to our Programs or any content on our Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of our Website or our Programs not expressly permitted by the Agreement is a breach thereof and may violate copyright, trademark, and other laws.
8. Disclaimer of Certain Warranties.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or through our online Programs will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. No data transmission over the Internet can be guaranteed to be one hundred percent (100%) safe. Thus, we cannot warrant that your information will be absolutely secure. The Company has a variety of safeguards – technical, administrative, and physical – in place to help protect against unauthorized access to, use, or disclosure of Participant information.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR ANY OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY SERVICES, MATERIALS, OR ITEMS OBTAINED THROUGH OUR WEBSITE, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT, AS WELL AS THROUGH ANY OF OUR E-MAIL AND ELECTRONIC CORRESPONDENCES. THUS, YOUR USE OF OUR WEBSITE, ITS CONTENT, AND OUR PROGRAMS IS AT YOUR OWN RISK.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Limitation on Liability.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THESE TERMS, OR YOUR ACCESS, USE, OR INABILITY TO USE OUR WEBSITE OR THE PROGRAMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Indemnification.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorney’s fees) arising out of or relating to your violation of the Agreement or your improper or negligent use of the Company’s Website or the Programs.

11. Governing Law and Arbitration.
All matters relating to the Company’s Website, the Programs, and the Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

If you have any such issue or dispute, you agree to first contact us at info@moniwell.com and attempt to resolve the dispute with us informally. If we are not been able to resolve the dispute with you informally, both parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Agreement by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

Unless the parties agree otherwise, the arbitration will be conducted in San Diego County, California. Each party will be responsible for paying their respective AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent a party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Company’s Website or the Programs.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS AND THE AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
12. Waiver and Severability.
No waiver of by the Company of any term or condition set forth herein 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 hereunder shall not constitute a waiver of such right or provision.
If any provision herein is held by a court, arbitrator, 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 herein will continue in full force and effect.
13. Headings.
The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement.
14. Notices.

The Programs are created, owned, and operated by MONIWELL, SPC. All feedback, comments, requests for technical support, and other communications relating to the Programs should be directed to info@moniwell.com.

15. Acceptance.
By completing your enrollment for and purchase of any of our Programs, you acknowledge that you have read, understand, and agree to the entire Agreement, and the Terms herein. We reserve the right to update this Agreement and the Terms at any time. Should the Agreement or the Terms be altered for any material reason, you will be notified of any such changes.

16. Other Terms & Conditions of Acceptance.

i. No customer form or other communication shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification of the Terms and Conditions and/or this Proposal. 

ii. Employee Consent and Authorization: Upon acceptance of this Proposal, Moniwell shall obtain from the employer the mobile numbers of each of employee for enrollment in the Program. It is the Employer’s responsibility to ensure that the necessary authorization/consent and authorizations of all employees for enrollment in the Program, including but not limited to, authorization/consent to utilize the employee’s mobile telephone number as a means of transmitting communications through mobile text message in furtherance of the same. Employer understands and agrees that acceptance of this Proposal serves as further acceptance of Moniwell’s Privacy Policy, as well as, a warranty and representation that it will obtain all enrolling employees’ consent to Moniwell’s Privacy Policy. Employer agrees to defend, indemnify, and hold harmless Moniwell, for any claims, including but not limited to attorneys fees and other costs of defense,