Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Samara Well Inc. ("Samara Well," "we," "us," or "our") governing your access to and use of the Samara Well's services (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a healthcare practice, clinic, or other entity you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" shall refer to such an entity.

If you do not agree with any provision of these Terms, you must not access or use the Services.

2. Service Description

Samara Well provides a comprehensive Patient Experience Platform & Provider Co-Pilot as described on our website at https://www.samarawell.com ("Website").

3. User Categories and Eligibility

3.1 Healthcare Providers

To use the Services as a healthcare provider, practice, or clinic ("Provider"), you must:

  • Be a licensed healthcare provider in good standing in the jurisdictions where you practice
  • Maintain all necessary licenses, certifications, and insurance required by applicable laws
  • Provide accurate and complete information during registration and maintain its accuracy
  • Be at least 18 years of age and capable of forming a legally binding contract

3.2 Patients and End Users

To use the Services as a patient or end user, you must:

  • Be at least 18 years of age, or if under 18, have your parent or legal guardian's permission
  • Provide accurate and complete information when using the Services
  • Comply with these Terms and all applicable laws and regulations

4. Account Registration and Security

4.1 Account Creation

To access certain features of the Services, you must create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Keep your account credentials confidential and secure
  • Accept responsibility for all activities that occur under your account

4.2 Security Obligations

You are responsible for:

  • Maintaining the security of your account credentials
  • Implementing appropriate security measures for accessing the Services
  • Notifying us immediately of any unauthorized access or security breach
  • Ensuring all users under your account comply with these Terms

5. Subscription and Payment Terms

5.1 Subscription Plans

Samara Well offers various subscription plans as described on the Website. We reserve the right to modify, terminate, or otherwise update subscription plans at any time.

5.2 Payment and Billing

By subscribing to the "Services", you agree to:

  • Pay all fees specified for your selected subscription plan
  • Provide valid payment information and authorize us to charge such payment method
  • Pay applicable taxes and other charges that may apply
  • Continue payment for subscription services until you properly terminate your subscription

5.3 Fee Changes

We may change our fees at any time. If we increase fees for your subscription plan, we will provide notice at least 30 days before the change takes effect.

5.4 Refunds

All payments are non-refundable except as expressly provided in these Terms or as required by applicable law.

6. Term and Termination

6.1 Term

These Terms remain in effect until terminated by either you or Samara Well Inc.

6.2 Termination by You

You may terminate your account at any time by:

  • Following the cancellation procedures under your Organization account.

6.3 Termination by Samara Well

We may suspend or terminate your access to the Services:

  • If you breach any provision of these Terms
  • If we are required to do so by law
  • If the Services are no longer offered
  • For any other reason at our discretion with reasonable notice

6.4 Effect of Termination

Upon termination:

  • Your right to access and use the Services will immediately cease
  • We may delete your account information and content
  • Any fees paid are non-refundable unless expressly stated otherwise
  • Provisions that by their nature should survive termination shall survive

7. Intellectual Property Rights

7.1 Ownership

Samara Well and its licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein. These Terms do not grant you any right, title, or interest in the "Services" except for the limited license expressly set forth herein.

7.2 License to Use Services

Subject to these Terms, Samara Well Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the "Services" for your internal business operations or personal healthcare management.

7.3 Restrictions

You shall not:

  • Copy, modify, or create derivative works of the Services
  • Reverse engineer, decompile, or disassemble the Services
  • Remove, alter, or obscure any proprietary notices in the Services
  • Rent, lease, loan, sell, sublicense, or transfer the Services
  • Use the Services for any illegal purpose or in violation of any applicable laws
  • Use the Services to infringe or violate the rights of others

8. User Content and Conduct

8.1 User Content

"User Content" means any data, information, or material that you submit through the Services.

8.2 License to User Content

You grant Samara Well a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display User Content solely for the purpose of providing the Services.

8.3 Responsibility for User Content

You are solely responsible for:

  • The accuracy and completeness of all User Content
  • Obtaining all necessary rights and permissions to submit User Content
  • Ensuring User Content complies with these Terms and applicable laws

8.4 Prohibited Conduct

You shall not:

  • Use the Services in any manner that could interfere with, disrupt, or harm the Services
  • Attempt to gain unauthorized access to any portion of the Services
  • Transmit any viruses, malware, or other harmful code
  • Use the Services to harass, abuse, or harm others
  • Impersonate any person or entity or falsely state your affiliation
  • Use the Services to send unsolicited communications or advertising

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

  • THE SERVICES WILL MEET YOUR REQUIREMENTS
  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
  • THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE
  • THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS
  • ANY ERRORS IN THE SERVICES WILL BE CORRECTED

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SAMARA WELL INC, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
  • ANY CONTENT OBTAINED FROM THE SERVICES
  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN ANY CASE, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO SAMARA WELL INC. DURING THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

11. Indemnification

You agree to defend, indemnify, and hold harmless Samara Well Inc, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees, arising out of or in any way connected with:

  • Your access to or use of the Services
  • Your violation of these Terms
  • Your violation of any rights of another
  • Your User Content

12. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services or by other means. Your continued use of the Services after the changes take effect constitutes your acceptance of the modified Terms.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Insert Applicable State/Jurisdiction], without regard to its conflict of law principles.

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved through:

  1. Informal Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiations.
  2. Mediation: If the dispute cannot be resolved through negotiation, either party may initiate mediation through a mutually agreed-upon mediator.
  3. Arbitration: If mediation is unsuccessful, any controversy or claim shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
  4. Restriction on Class Actions: Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither you nor Samara Well will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Samara Well regarding the Services.

13.2 Waiver and Severability

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

13.3 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

13.4 Notices

We may provide notices to you via email, regular mail, or postings on the Website or Services. Notices to us should be sent to support@samarawell.com.

13.5 Force Majeure

Samara Well shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riot, civil unrest, government action, strikes, or other labor problems.

13.6 Contact Information

If you have any questions about these Terms, please contact us at: support@samarawell.com