Terms of Use

Effective as of July 9, 2025 | WellSaid Website Terms of Use

These Terms of Use ("Terms") apply to your access to and use of all websites, including https://www.wellsaid.io/ (collectively referred to as the “Website”), owned or operated by WellSaid Labs, Inc. (“WellSaid,” “we,” “us,” “our”). By accessing and using the Website, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Website. For information about our privacy practices, please see our Privacy Policy.

PLEASE NOTE THAT SECTION 10 CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER SECTIONS.

These Terms DO NOT APPLY to you in connection with your use of WellSaid’s services. If you purchase services from us, then a separate services agreement between you and us will document the terms and conditions for those services.

1. Use of the Website

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, license to access and use the Website for your personal, non-commercial viewing only. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You may use the Website only for lawful purposes and in accordance with these Terms. Any rights not expressly granted herein are reserved by WellSaid.

We reserve the right to modify or discontinue, temporarily or permanently, the Website (or any part thereof) at any time with or without notice. You agree that WellSaid will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.

You agree not to use the Website to:

violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
violate copyright, trademark, or other intellectual property laws;
interfere with, disrupt, or disobey the requirements or policies of the Website, or servers and networks connected to the Website;
download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, crawl, spam, use bots or scripts, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website;
duplicate, decompile, reverse engineer, disassemble or decode the Website (including any underlying idea or algorithm), or attempt to do any of the same;
use, reproduce or remove any copyright, trademark, service mark, trade name, or other proprietary notation displayed the Website without permission;
use the Website in any manner that impacts (i) the stability of the hardware running the Website, (ii) the operation or performance of the Website or other user’s experience or use of the Website, or (iii) the behavior of other applications that use the Website;
impersonate or falsely state or otherwise misrepresent yourself or your affiliation with a person or entity; or
obtain or attempt to access any materials through any means not intentionally made available through the Website.

2. Modifications

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these Terms were last revised and/or notify you, either through the Website's user interface, in an email notification, or through other reasonable means and as required by applicable law. Except where otherwise prohibited by applicable law, your continued use of the Website after the date any such changes become effective constitutes your acceptance of the new Terms.

3. Intellectual Property Rights

Website Content. You acknowledge and agree that the Website may contain content that is protected by intellectual property rights, such as copyright, patent, trademark, trade secret or other rights and laws. You agree not to copy, modify, or create a derivative work of, sell, resell, sublicense, transfer, or distribute any or all of the content on the Website, in whole or in part. In connection with your use of the Website you will not engage in or use any data mining, robots, crawling, scraping or data gathering or extraction methods. If you are not permitted to access the Website or your IP address has been blocked, you agree not to circumvent or attempt to circumvent such blocking, including by masking your IP address or using a proxy IP address.

Trademark. WellSaid’s trademarks logos, product and service names, slogans, and the look and feel of the Website are trademarks of WellSaid and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website are the property of their respective owners. Reference to any products or services does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained on the Website should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing on the Website without the express prior written consent of the owner.

4. WellSaid’s Copyright Infringement Policy

WellSaid respects the intellectual property rights of others. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. WellSaid has adopted a policy of terminating, in appropriate circumstances, customers that are deemed to be repeat infringers. WellSaid may also at its sole discretion limit access to its service and/or terminate the account of a customer who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please submit a notification (a “Notification of Alleged Infringement”) to our Copyright Agent at the address listed below containing the following written information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on our service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If we receive a valid Counter-Notification, we may restore the removed content, unless the copyright owner files an action seeking a court order to prevent the restoration.

If you are a customer or registered user of our services and are concerned about the removal of or blocked access to your content, please submit a notification (a “Counter-Notification”) to our Copyright Agent containing the following written information below:

an electronic or physical signature of the person authorized to act on behalf of the customer or registered user;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement under penalty of perjury that the customer or registered user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
The customer’s or registered user’s name, address, and telephone number, and a statement that the customer or registered user consents to the jurisdiction of (a) the Federal District Court for the United States of America’s judicial district in which the address is located, or (b) if the customer or registered user address is outside the United States of America, the Federal District Court for the Northern District of New York.

If we receive a valid Counter-Notification, we may restore the removed content, unless the copyright owner files an action seeking a court order to prevent the restoration.

Notifications of Alleged Infringement and Counter Notifications should be sent to our Copyright Agent at:

Mail:

WellSaid Labs, Inc.

Attn: Copyright Claims

600 1^st Ave

Ste 330, PMB 52562

Seattle, WA 98104-2246

Email:
legal-notice@wellsaidlabs.com

To be valid, a notice must be in writing and must follow the instructions above. You also may use the contact information in this notice to notify us of alleged violations of other intellectual property rights.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying WellSaid that your copyrighted material has been infringed. The preceding requirements are intended to comply with WellSaid’s rights and obligations under the DMCA, including 17 U.S.C. §512I, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

6. Third-Party Websites

The Website may display links or references to third-party websites. You acknowledge and agree that WellSaid is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party website. Links to other websites are provided solely as a convenience to you.

7. Indemnity and Release

To the fullest extent permitted by law, you agree to release, indemnify and hold WellSaid and its affiliates and their officers, employees, directors and agent harmless from and against any and all losses, damages, expenses (including reasonable attorneys’ fees and court costs), rights, claims, actions of any kind (including any inquiries or investigations), and injury arising out of or relating to your use of the Website, your connection to the Website, your violation of these Terms or your violation of any rights of any third party. WellSaid reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with WellSaid in the defense of such matter.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

8. Disclaimers

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, AND THE INFORMATION AND CONTENT PROVIDED ON OUR WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WELLSAID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WELLSAID MAKES NO WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WELLSAID, ITS EMPLOYEES, AGENTS, CONTRACTORS, AND SUPPLIERS (“WELLSAID ENTITIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE WELLSAID ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE WEBSITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (IV) ANY OTHER MATTER RELATING TO THE WEBSITE. IN NO EVENT WILL THE WELLSAID ENTITIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE.

9. Applicable Law

All claims arising out of or relating to Terms will be governed by the laws of the State of New York, USA, excluding New York’s conflicts of laws rules.

10. Arbitration; Class Action and Jury Trial Waiver

PLEASE READ THIS SCHEDULE A CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.

Mutual Arbitration Agreement. Either party may initiate binding arbitration as the sole means to resolve disputes, subject to the provisions following this paragraph through and including the paragraph titled “Changes to this Arbitration Agreement” (collectively, the “Arbitration Agreement”).

The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act (“FAA”). The arbitration will be administered by National Arbitration and Mediation (“NAM”). If NAM is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.

In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all disputes between you and WellSaid arising from or relating to the Website or the Terms, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement (together, “Disputes”).

Except as set forth in the paragraph below titled “Exceptions to Informal Dispute Resolution and Arbitration Agreement,” the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and WellSaid further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.

WAIVER OF RIGHTS INCLUDING JURY TRIAL.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THE AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT, YOU AND WELLSAID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.

YOU AND WELLSAID ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF WELLSAID PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.

With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor WellSaid shall be entitled to arbitrate the dispute in question.

This provision does not prevent you or WellSaid from participating in a class-wide settlement of claims.

Arbitration Rules. Except as modified by this Arbitration Agreement, NAM will administer any arbitration in accordance with the NAM “Comprehensive Dispute Resolution Rules and Procedures,” “Fees For Disputes When One of the Parties is a Consumer,” and the “Mass Filing Supplemental Dispute Resolution Rules and Procedures” in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures permitting class or representative actions (“NAM Rules”). The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at commercial@namadr.com.

Except where prohibited by applicable law, the arbitrator shall apply the law of the state of New York without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and WellSaid agree that dispositive motions will be allowed in the arbitration.

If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and WellSaid submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the User Agreement. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements.

Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled “Mass Filings” or unless you and WellSaid agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in New York, New York.

Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable) against WellSaid within reasonably close temporal proximity (“Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable if NAM is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by WellSaid and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with WellSaid and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and WellSaid agree that NAM may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the NAM procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.

This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a NAM mediator selected from a group of five mediators proposed by a NAM, with WellSaid and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. WellSaid, the remaining claimants, and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either WellSaid or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither WellSaid nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

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 having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the User Agreement, including but not limited to the paragraphs titled “Class Arbitration and Collective Relief Waiver” and “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

Exceptions to Informal Dispute Resolution and Arbitration Agreement. Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:

• Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret (and any motions to enforce such proceedings) shall be exclusively brought in the state and federal courts located in the City and County of New York, New York.

• Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction. Judgments of small claims courts may be enforced as set forth in the rules of such court.

• Either party may apply to any court of competent jurisdiction for a provisional remedy in connection with an arbitrable controversy, including without limitation injunctive relief.

• Either party may elect to have disputes regarding whether a complaining party has satisfied the Informal Dispute Resolution procedures resolved by a court as a precursor to arbitration.

30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: legal-notice@wellsaidlabs.com. The notice must be sent within 30 days of legal-notice@wellsaidlabs.com, 2025 or your first use of the Website, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, WellSaid also will not be bound by them.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of these Terms and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.

Changes to this Arbitration Agreement. WellSaid will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Website after the 30th day, you agree that any unfiled claims of which WellSaid does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If WellSaid changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Website 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to legal-notice@wellsaidlabs.com before the 30-day period expires.

11. Disputes not Subject to Arbitration.

For any dispute not subject to arbitration you and WellSaid agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New York, NY. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND WELLSAID THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WELLSAID AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WELLSAID UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR USE OF THE WEBSITE.

12. General

These Terms constitute the entire agreement between you and WellSaid and govern your use of the Website, superseding any prior agreements between you and WellSaid with respect to the Website. The failure of WellSaid to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. A printed version of this Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may not assign these Terms without the prior written consent of WellSaid, but WellSaid may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail.

Under no circumstances shall WellSaid be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Website may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Website.

12. Contact Us

If you have any comments, questions, or concerns regarding these Terms, please contact us at the address or email below.