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Headspace Terms & Conditions

When you register with Headspace, we understand that you are choosing to place your mental health in our hands. We take that responsibility seriously. It therefore matters how you access our services and how we handle your information. We’d like to take this opportunity to explain what we are setting out to deliver as a company and what you can reasonably expect from us. Please take a few moments to read our terms and conditions.

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Effective: June 17, 2024.

If you are visually impaired, have another disability or seek support in other languages, you may access these Terms by emailing us at help@headspace.com.

Headspace, Inc. and its subsidiaries and affiliates (“Headspace,” “us” or “we”) provides content and products via: www.headspace.com (the “Website”), our applications (the “Apps”), or other delivery methods (the Website, the Apps and such content and products are collectively the “Product”). Headspace, in partnership with its affiliated medical providers and partners, may deliver coaching services, psychotherapy services (i.e. therapy), and psychiatry services (collectively the “Services”) using the Products or via other delivery methods, as applicable. For purposes of clarity, the Services are provided by coaches and licensed clinicians employed by or contracted with our affiliated medical provider, Ginger.io of California Medical P.C. (the “Providers”). Headspace is not a provider of healthcare or mental health services; rather, Headspace offers a technology platform through which the Providers provide telehealth services.

These Terms & Conditions (these “Terms”) govern your access to and use of the Products and Services. The term “Device” refers to the device which is used to access the Products or Services, including but not limited to computers, smartphones, and tablets. The term “you” refers to the user of the Products or Services.

Protecting and safeguarding any personal information you provide through the Products and Services is extremely important to us. Information about our privacy practices can be found in our Privacy Policy (“Privacy Policy”). You acknowledge that your use of the Products and Services is also subject to our Privacy Policy. You further acknowledge that your use of the Products and Services may require the collection of your health information. This health information may be considered sensitive under your local laws. For example, this health information can fall under the “special category” of personal data under the GDPR which you can learn more about in Section 10 of our Privacy Policy. In certain US states, this health information may be “consumer health data” as defined under applicable laws including Washington’s My Health My Data Act, Connecticut’s Data Privacy Act, and Nevada’s SB 370. If you are from those states, you can learn more in our Consumer Health Data Privacy Policy which supplements the Headspace Privacy Policy and applies to personal information that falls within the definition of “consumer health data.” We encourage you to review both policies to learn more about our privacy practices and our commitments to you.

YOU AGREE THAT THE PRODUCTS AND SERVICES ARE NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY. IF YOU ARE LOCATED IN THE UNITED STATES AND YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THESE PRODUCTS AND SERVICES. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS OR EMERGENCY RESOURCES OR GO TO THE NEAREST EMERGENCY ROOM.

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE (SECTION 14). EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND HEADSPACE AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS AND SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. WHAT YOU’RE SIGNING UP FOR

1.1 PRODUCTS AND SERVICES

Products include, without limitation, meditation and mindfulness content for stress, sleep, focus and movement. Services include, without limitation, mental health support through coaching, therapy, and psychiatry. If you elect to access and receive the Services, your care may be provided by mental health coaches and licensed health care providers.

1.2 GENERAL RULES FOR USE OR ACCESS

(a) When you order (“Order”) any Products or Services, or otherwise use or access the Products or Services, you agree to be bound by these Terms and all applicable laws, rules, regulations, judicial orders, executive orders or similar binding legal instruments (“Applicable Law”). You may also be asked to click “I agree” prior to your purchase or access to the Products and Services. If you do not click “I agree”, you may not be able to complete your purchase or access the Products or Services. If you do not agree to these Terms, please do not use the Products or Services.

(b) These Terms and the applicable Order set out the whole agreement between you and us for the supply of the Products and Services unless expressly stated otherwise. For instance, in order to use or access certain Products or Services or other special offerings, you may be required to agree to additional terms and conditions or policies; those additional terms or policies are hereby incorporated into these Terms. Where such terms or policies are inconsistent with these Terms, the additional terms or policies will control.

(c) Please check that the details in these Terms and on the applicable Order are complete and accurate before you use or purchase the Products or Services. If you think that there is a mistake in these Terms or an Order, please contact us by emailing help@headspace.com. We only accept responsibility for statements and representations made in writing by an authorized representative of Headspace.

(d) Use of the Products and Services is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Products and Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

1.3 CHANGES TO TERMS

Headspace reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Products or Services. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Products or Services after modification, you agree to abide by the modified Terms.

2. JOINING THE HEADSPACE COMMUNITY

2.1 BECOMING A MEMBER

(a) To access the Products or Services, you must sign up as a registered user (a “Member”). You can do this via our Websites, our Apps or via certain third-party social networking services. If you become a member via a third-party, such third-party terms and policies may apply. To become a Member, you need to provide certain personal information, including but not limited to, your first name, last name, email address, date of birth and a password to be used in conjunction with that email address (“User Information”). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account. In order to access or use certain Products or Services, you may need to provide additional User Information.

(b) By registering as a Member and using and/or accessing the Products or Services, you warrant that: (i) you are legally capable of entering into binding contracts; (ii) all User Information you submit is truthful, accurate, and up to date; (iii) you will maintain the accuracy of such information; and (iv) your use of the Products and Services does not violate these Terms or any Applicable Law.

(c) Member accounts and Subscriptions (as defined below) are not transferable. You agree to not sell, transfer, or exchange Member accounts or Subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or Free Trials (as defined below) or Subscriptions.

2.2 CHILDREN

Our Products and Services are generally intended for individuals at least 18 years of age. There are limited exceptions:

(a) If you are in the US and 13-17 years old, you may access our Products via certain Benefit Sponsor (as defined in Section 2.5) offerings, including but not limited to certain employer offerings. Please refer to materials specific to such offerings for more information.

(b) If you are in the US and 13-17 years old, you may access our Services via certain Benefit Sponsor offerings with verifiable parent or guardian consent.

(c) Members with access to our EAP services (as defined in Section 8) may refer their child of at least 6 years old to receive access to EAP services, including in-person clinical support. Members cannot sign their child up as a registered user.

(d) If you are in the US and 13-17 years old, you may access our Products via our Headspace for Teens offering.

We do not support Members under the age of 13. You may notice some content in our Products that appears geared towards children. This content is only meant for you to share with your child under your supervision, and does not require or allow your child to sign up as a registered user.

2.3 SUBSCRIPTIONS & PURCHASES

(a) Free Trials. You may have access to a free trial period of certain Products (“Free Trial”). You are only allowed one Free Trial regardless of your subscription method. We reserve the right to determine eligibility for Free Trials, which may vary based on factors including the Product or Service you select and whether you have redeemed a Free Trial previously. Free Trials automatically convert to a paid annual or monthly subscription term after a certain period of time. You can disable the automatic conversion by following the cancellation instructions set forth in Section 3 prior to the date of conversion.

(b) Automatically Renewing Subscriptions. Members may access the Products or Services via a subscription fee-based program (“Subscription”). Subscriptions may be available via monthly or annual options (“Subscription Term”). For the purposes of our monthly and annual subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days. Subscriptions may be charged separately for Products and Services. If you activate a Subscription, you authorize Headspace to periodically charge, on a going-forward basis all accrued sums (“Subscription Fee”) on or before the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase your first subscription to the Product or Service (“Subscription Billing Date”) for all applicable fees and taxes for the next subscription period. The Subscription will continue unless and until you cancel your Subscription or Headspace terminates your Subscription or your account.

(c) Subscription Cancellation. You may cancel your Subscription at any time, but you must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. See more about cancellation at Section 3.

(d) No Refunds on Subscriptions. Refunds cannot be claimed for any partial Subscription Term. Headspace will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information) (“Payment Method”). You will only have access to the Products and Services while your Subscription is active and subsisting.

(e) Subscription Methods. You may subscribe via: (i) purchasing a subscription to the Products or Services from the Website, within the Apps, where allowed by the App marketplace partners, (ii) a Benefit Sponsor (as defined in Section 2.5) or (iii) a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If your Subscription is through a Benefit Sponsor or one or more of our bundle subscription partners, additional terms and policies may apply, and your Subscription may be paid for, partially paid for, or managed by the Benefit Sponsor or the bundle subscription partner.

(f) Gift Subscriptions. “Gift Subscriptions” are pre-paid memberships to the Products. A person who purchases the gift is the “Giftor.” A person who receives and redeems a Gift Subscription is the “Recipient.” Gift Subscriptions are paid for by a one-time upfront payment. Once bought, the Giftor will receive an Order confirmation and receipt. The Gift Subscription will be sent to the Recipient on the Giftor’s specified date with a gifting code to redeem the Gift Subscription. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial unless expressly stated otherwise. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription through the Apple iTunes Store,our iPhone application, the Google Play Store, or our Android application. We will automatically bill the Payment Method that the Giftor provided for any purchased Gift Subscriptions at the time of purchase, not upon delivery to or redemption by Recipient. There are no refunds or other credits for Gift Subscription that are not redeemed. Headspace will notify the Recipient prior to the end of the Gift Subscription that the gift period is about to expire. Headspace is not responsible if a Gift Subscription is lost, stolen or used without permission.

(g) Purchases. You may access some Products or Services by paying Headspace or our App marketplace partners a non-recurring fee at the time of registration (“Purchase”). If you make a Purchase, you authorize Headspace or our App marketplace partners, as applicable, to charge all accrued sums (“Fees”) on the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase the Product. Please note that the sale is final for all Purchases, and we will not provide a refund.

(h) Discounts. Headspace may offer certain special discount pricing options (the “Special Discount Pricing Options”). Such Special Discount Pricing Options will only be available to qualified users (the “Qualified Users”). Headspace reserves the right to determine if you are a Qualified User in our sole discretion. Additional terms may apply to such Special Discount Pricing Options.

(i) Prices in US Dollars and Euros include local taxes. Prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us.

2.4 PAYMENT TERMS

(a) Your use of the Products and Services may require you to pay fees. We reserve the right to determine pricing for the Products and Services. The fees you owe may vary based on many factors, including but not limited to your employer, healthcare provider, health plan or other Benefit Sponsor’s agreement with us, or the coverage offered by your applicable health insurance provider. We are not responsible for whether your health insurance offers any amount of coverage for the Products and Services. We will make reasonable efforts to keep pricing information published on our Website up-to-date.

(b) You are responsible for all applicable fees and charges incurred, including applicable taxes, unless otherwise stated in your Benefit Sponsor terms and conditions or otherwise agreed to in writing between the parties. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. In order to access the Products and Services, you may be required to provide your payment information. You agree to promptly notify Headspace of any changes to your Payment Method while any payments remain outstanding. You authorize Headspace or a third-party payment processor to charge all fees for the Products and Services, including all applicable taxes, to the Payment Method. If you pay any fees with a credit card, we (or a third-party payment processor) may seek pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit to cover your purchase. If we use a third-party payment processor, such as Stripe or Zuora, their use of your personal information is subject to their applicable terms of service and privacy policy. For Stripe, those terms are available at https://stripe.com/legal and https://stripe.com/privacy.

(c) In the course of your use of the Products or Services, Headspace and its third-party payment processor may receive and use updated credit card information from your credit card issuer to prevent your Subscription from being interrupted by an outdated or invalid card. This information is provided to Headspace and Headspace’s third-party payment processor at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. You agree not to hold us responsible for banking charges incurred due to payments on your account.

2.5 BENEFIT SPONSORS

Many groups, including but not limited to employers, healthcare providers, health plans, universities, government entities, municipalities or hospitals (“Benefit Sponsor” or “Benefit Sponsors”) purchase and introduce the Products and Services to their employees, eligible dependents and members. In some cases, our Benefit Sponsors may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for access to Products and Services. In such event, the Benefit Sponsor terms and conditions will also apply to your use of the Products and Services. In the event of any conflict with such additional terms and these Terms, the additional terms will prevail.

2.6 CHANGING FEES AND CHARGES

We reserve the right to change our subscription fees, plans or adjust pricing for our Products and Services or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

3. CANCELING MEMBERSHIP

3.1 CANCELLATION BY US

We may suspend or terminate your use of the Products and/or Services as a result of your fraud or breach of any obligation under these Terms. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products or Services or recording of the Services. Such termination or suspension may be immediate and without notice. If we terminate your account, you may receive a pro rata refund of fees that you prepaid for the Services. Your access to the Products or Services may be terminated if the relationship between Headspace and your employer or provider terminates or expires, or if your relationship with your employer or provider ends. If this happens, Headspace will use reasonable efforts to give you seven (7) days’ notice before access to the Products or Services is terminated.

3.2 CANCELLATION BY YOU

(a) You may cancel your Subscription at any time. Cancellation of a monthly Subscription is effective at the end of the applicable monthly period and cancellation of an annual Subscription is effective at the end of the applicable annual period. Please make any such cancellation by visiting here or emailing help@headspace.com.

(b) Please note that if you purchase a Subscription through the Apple iTunes Store or our iPhone application, you may cancel your Subscription by canceling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the Subscription you want to modify. If you purchase a Subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play. If you purchase a Subscription via Apple or Google, you may be subject to their additional terms.

3.3 CANCELLATION FEES

Some features of the Products and Services are subject to certain cancellation fees, as disclosed via the Products and Services. For example, such cancellation fees may be owed if you miss a scheduled therapy or psychiatry session, and fail to provide the required advanced notice, as communicated to you in advance. We may suspend or terminate access to the Products and Services for any account for which any amount is due but unpaid. In addition to the amount due, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

4. PROHIBITED USE OF THE PRODUCTS AND SERVICES

By using the Products and Services you agree not to:

(a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products or Services in any way, or create derivative works of the Products or Services;

(b) record the Services, including any coaching, therapy or psychiatry session;

(c) use the Products or Services (or any part of them) to create any tool or software product that can be used to create software applications of any nature whatsoever;

(d) upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or Services;

(e) interfere with the servers or networks underlying or connected to the Products and Services or to violate any of the procedures, policies or regulations of networks connected to the Products or Services;

(f) access the Products or Services in an unauthorized manner, including in violation of any local, state, national or international law

(g) circumvent any territorial restrictions applied to the Products or Services;

(h) perform any fraudulent activity including impersonating any other person or entity while using the Products or Services;

(i) conduct yourself in an offensive manner while using the Products or Services (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);

(j) use the Products or Services for any illegal, immoral or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes);

(k) use the Products or Services for any purposes related to scientific research, analysis or evaluation of the Products or Services without the express written consent of Headspace;

(l) rent, lease, loan, make available to the public, sell or distribute the Products or Services in whole or in part or use the Products or Services except for your own personal use;

(m) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

(n) sell or otherwise transfer access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Materials; or

(o) attempt to do any of the acts described in this Section or as otherwise prohibited by these Terms or assist or permit any person in engaging in any of the acts described in this Section or otherwise as prohibited by the Terms.

We reserve the right to immediately terminate your access to or use of our Products or Services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.

By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products and Services will cease immediately.

We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.

5. MATTERS OF OWNERSHIP

Subject to the limitations set forth in these Terms, Headspace grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to stream, download and make personal non-commercial use of the Products and Services. The Products, including the source code for the Products and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of Headspace and its licensors and suppliers.

5.1 COPYRIGHT

(a) All materials (including but not limited to software and content whether downloaded or not) contained in the Products and Services (“Materials”), are owned by Headspace (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. The Materials are valuable property and that other than any specific and limited license for use of such Materials, you will not acquire any ownership rights in or to such Materials. The Materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you, without our prior written consent. ‍

(b) Materials on or in the Products or Services are the property of Headspace or third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of Section 11 against you. ‍

(c) Audio or video content from Headspace not explicitly indicated as downloadable may not be downloaded or copied from the Products, Services or any Device. ‍‍

(d) The Products and Services are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the Materials for commercial purposes without obtaining a written license to do so from us. Materials may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and Services and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Products or Services. ‍‍

(e) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products or Services. If you make other use of the Products or Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Headspace will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. ‍

5.2 TRADEMARKS

Headspace®, the Headspace logo and all other Headspace product or service marks are trademarks of Headspace. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products and Services are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed or referred to on or in the Products and Services is strictly prohibited. Headspace will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

6. AVAILABILITY OF PRODUCTS AND SERVICES

Although we aim to offer you the best service possible, we make no promise that the Products and Services will meet your requirements and we cannot guarantee that the Products and Services will be fault free. If a fault occurs in the Products or Services, please report it to us at help@headspace.com and we will review your concern and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products and Services while we address the fault. We will not be liable to you if the Products and Services are unavailable for a commercially reasonable period of time. ‍

Your access to the Products and Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new Services or Products. We will restore the Products and Services as soon as we reasonably can. In the event that the Products and Services are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing help@headspace.com. ‍

We may change or discontinue, temporarily or permanently, any feature, component, or content of the Products or Services at any time without notice to you. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by us, without prior notice to you. Apart from the pro rata refund of any prepaid fees in Section 3.1, you agree that Headspace will not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Products and Services. ‍

Notwithstanding anything to the contrary in these Terms, Headspace’s affiliated medical providers and partners, such as Ginger.io of California Medical P.C., will retain coaching records and medical records (as applicable) with respect to your use of the Services for a period of ten years from the date of your last use of the Service or as required by Applicable Law, and provide you access thereto in accordance with Applicable Law.

‍7. USER MATERIAL

7.1 The Products and Services may let you submit material to us, for example, you may be able to post comments or images in certain functions or features of the Product or Services. “User Material” refers to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product or Service purchase, or Product or Service use information which you provide in registering for and using Products or Services. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so. ‍‍

7.2 We do not systematically review all User Material submitted by you or other users. However, we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Products or Services for operational and other purposes. If at any time we choose to monitor such information, we assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. ‍‍

7.3 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products or Services, particularly where User Material breaches this Section, and we may do this with or without giving you any prior notice. ‍‍

7.4 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Headspace or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Headspace. We may indirectly commercially benefit from use of your User Material. ‍‍

7.5 Each time you submit User Material to us, you represent and warrant to us as follows:

(a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.

(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

(c) Your User Material does not advertise any product or service or solicit any business.

(d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.

(e) You will not collect email addresses of users for the purpose of sending unsolicited email.

(f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

(g) You will not engage in any automated use of the system, such as using scripts to alter our content.

(h) You will not access, tamper with, or use non-public areas of the Products or Services, Headspace’s computer systems, or the technical delivery systems of Headspace’s providers.

(i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf antivirus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or Services or any other Headspace system or network or breach any security or authentication measures. ‍‍

7.6 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted. ‍‍

7.7 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Headspace an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained in the User Material, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Headspace may include your User Material in Headspace’s distribution content that is made available to others through the Products. Be aware that Headspace has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Headspace and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material. ‍

7.8 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products and Services or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products and Services, you grant, and you represent and warrant that you have the right to grant, to Headspace an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained in the Submissions, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Headspace has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Headspace and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

9. ASSUMPTION OF RISK

By granting you the right to use the Products or Services, the Headspace Entities (as defined in Section 15) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event will the Headspace Entities be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or Services or any activity you undertake in connection therewith. As between you and the Headspace Entities, you are solely responsible for your use of the Products and Services and your health and medical conditions and treatment related thereto. The Headspace Entities will have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT:

(a) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM;

(b) HEADSPACE (WITH THE EXCEPTION OF ITS AFFILIATED MEDICAL PROVIDERS) IS NOT A LICENSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER;

(c) HEADSPACE IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT;

(d) ANY WRITTEN MATERIAL PROVIDED BY HEADSPACE AND NOT BY ITS AFFILIATED MEDICAL PROVIDERS THROUGH THE PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER;

(e) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION;

(f) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES;

(g) THE HEADSPACE ENTITIES ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS OR SERVICES; AND

(h) THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR AS GENERATED BY THE PRODUCTS.

9.1 Meditation Assumption of Risk

While there is research that meditation can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues, Headspace makes no guarantees that the Products and Services provide a physical or therapeutic benefit. There have been rare reports where people with certain psychiatric conditions like anxiety and depression have experienced worsening conditions in conjunction with intensive meditation practice. People with existing mental health conditions should speak with their health care providers before starting a meditation practice.

9.2 Coaching Assumption of Risk

If you access and engage with our mental health coaching service, you will work with mental health coaches who will provide personal support, encouragement and motivation (“Coaches”). The Coaches who provide the mental health coaching services do not provide medical advice, professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the Coaches, the Website or the Products should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your physician or other other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our Website, Apps or received through a Coach. Do not stop taking any medications without speaking to your physician or other healthcare professional. The information provided in or through our Website, Apps or the Coaches is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor or physician, nurse, or any other medical or clinical healthcare professional.

10. WARRANTIES AND DISCLAIMERS

10.1 THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HEADSPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADSPACE DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES OR ANY PORTION OF THE PRODUCTS AND SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS AND SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HEADSPACE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PRODUCTS OR SERVICES OR HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE HEADSPACE ENTITIES OR THE PRODUCTS AND SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS AND SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

APPLICABLE LAW IN SOME JURISDICTIONS MAY IMPLY WARRANTIES, CONDITIONS, OR GUARANTEES OR IMPOSE OBLIGATIONS WHICH PROVIDE YOU WITH CERTAIN CONSUMER RIGHTS. THESE TERMS ARE IN NO WAY INTENDED TO RESTRICT THOSE RIGHTS AND HEADSPACE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT HEADSPACE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

10.2 Headspace’s meditation, mindfulness, sleep and movement content and mental health coaching should not be considered health care, a medical device, or considered medical advice. Only your physician or other health care provider can provide medical advice. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products and Services.

10.3 To the extent that you participate in any movement content featured in the Products or Services, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Headspace has advised you of the necessity of doing so.

13. INTERNATIONAL USE

If you are located outside of the United States, you may have access to our meditation, mindfulness, sleep and movement content and mental health health coaching only. The purpose of such content and mental health coaching is not the diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease. Any additional services, included but not limited to therapy or psychiatry services, are provided by our partners or affiliates and your engagement with such additional services is governed by additional terms and policies which will be presented to you when applicable.

You may not export or re-export any Products except in full compliance with all Applicable Law, including in particular the Export Administration Regulations of the U.S. Department of Commerce.

You may not access to the Products or Services or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS IN SECTION 10 OR LIMITATIONS IN SECTION 15.3 MAY NOT APPLY TO YOU.

14. DISPUTE RESOLUTION & BINDING ARBITRATION

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH HEADSPACE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEADSPACE, INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. FOR PROCEDURES RELATED TO MASS ARBITRATIONS, PLEASE REVIEW SECTION G, BELOW.

(a) Jury Trial Waiver. Except where prohibited by law, you and Headspace waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Headspace elect to have claims and disputes resolved by arbitration. In any litigation between you and Headspace over whether to vacate or enforce an arbitration award, you and Headspace waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge. ‍‍

(b) Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND HEADSPACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Headspace are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 15.9 below. ‍

(c) Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Headspace, you agree to try to resolve the dispute informally by contacting us via email to help@headspace.com or at our mailing address at Headspace, ATTN: Legal, 2417 Michigan Avenue, Santa Monica, CA 90404, and providing us with your email address. We'll try to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 30 days after submission, you or Headspace may bring a formal proceeding subject to these Terms.

(d) Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms or your use of the Products and Services, including claims related to privacy or data security, will be resolved through binding arbitration on an individual basis, except that you and Headspace retain the right: (1) to bring an individual action informally (as provided in section c above) or in small claims court, or (2) seek injunctive or other equitable relief in a court of competent jurisdiction for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ‍‍All submissions to the arbitrator, the proceedings, and the award shall be confidential, except as may lawfully be required in judicial proceedings relating to the arbitration or as otherwise required by law. ‍

(e) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The then-current version of the AAA Consumer Arbitration Rules (“AAA Rules”) will govern the arbitration, except to the extent those rules conflict with these Terms. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. ‍

If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution. ‍

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Headspace. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Headspace for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. ‍

(f) Authority of Arbitrator. The arbitrator will have exclusive authority to decide the jurisdiction of the arbitrator, including any unconscionability challenge or other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will also have the exclusive authority to determine the rights and liabilities, if any, of you and Headspace. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under Applicable Law, the arbitral forum's rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Headspace.

(g) Additional Procedures for Mass Arbitrations. These Additional Procedures for Mass Arbitrations (in addition to the other provisions of this arbitration provision and the applicable AAA Rules) shall apply if twenty-five (25) or more similar disputes are asserted against Headspace or against you by the same or coordinated counsel or are otherwise coordinated (collectively "Mass Arbitration"). These Additional Procedures for Mass Arbitrations are designed to lead to the streamlined and cost-effective resolution of claims and to ensure that large volume filings do not impose unnecessary burdens or impediments to the resolution and cost-effective adjudication of similar claims. You understand, acknowledge, and agree that Mass Arbitrations may delay resolution of your dispute. The parties agree that as part of initiating a Mass Arbitration, their counsel shall meet and confer in good faith in an effort to resolve the disputes, streamline procedures, address the exchange of information, modify the number of Disputes to be adjudicated, and conserve the parties' and the AAA's resources.

If at least one hundred (100) disputes are submitted as part of the Mass Arbitration, counsel for each party shall each select fifty (50) disputes to be filed, assigned to different arbitrators (no arbitrator shall shall be assigned more than 3 disputes) and to proceed as cases in individual arbitrations. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of this process. The remaining disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session with a retired federal or state court judge jointly selected by counsel in an effort to resolve the remaining disputes, and Headspace shall pay the mediator's fee. If counsel cannot agree on a mediator, one will be selected by the Arbitrator.

If at the end of the process described in the immediately preceding paragraph, twenty-five (25) or more similar disputes have not been resolved, then the remaining disputes shall be arbitrated subject to the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule. If fewer than twenty-five (25) disputes remain, the remaining disputes shall proceed individually.

(h) Enforceability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms and severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14.

(i) Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neither you nor Headspace can force the other to arbitrate. To opt-out, you must notify Headspace in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and mailing address, and the email address you used to set up your Headspace account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to one of the following physical or email addresses: Headspace, ATTN: Arbitration Opt-out, 2417 Michigan Avenue, Santa Monica, CA 90404; or ADR@headspace.com. If you opt-out of this agreement to arbitrate, the opt-out shall not waive or affect any other portion of these Terms.

(j) Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Headspace.

15. GENERAL

15.1 ASSIGNMENT BY US

Headspace may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

15.2 INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Products and Services, and you will defend and indemnify Headspace, your employer, your health plan, or provider (as applicable) and each of their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Headspace Entities”) from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Products or Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any Applicable Law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The foregoing indemnification obligation is subject to a Headspace Entity promptly informing you in writing of any such claim, demand, action, or suit; provided that any failure to so inform you will not prejudice your obligation of indemnity, except to the extent materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15.3 LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HEADSPACE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PRODUCTS AND SERVICES OR ANY MATERIALS OR CONTENT ON THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HEADSPACE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. ‍

EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HEADSPACE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRODUCTS AND SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO HEADSPACE FOR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000. ‍

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.4 NO WAIVER

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms. ‍

15.5 FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products and Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

15.6 NOTICES

Unless otherwise specifically indicated, all notices given by you to us must be given to Headspace at help@headspace.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in these Terms. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.‍

15.7 ENTIRE AGREEMENT

These Terms and any additional terms or policies expressly referred to in these Terms constitute the whole agreement between us and supersede all previous oral or written discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the Products and Services. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the additional terms or policies expressly referred to in these Terms. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this Section limits or excludes any liability for fraud.

15.8 THIRD PARTY RIGHTS

A person who is not party to these Terms will not have any rights under or in connection with these Terms, except as described in Section 11 (DMCA).

15.9 EXCLUSIVE VENUE

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Headspace agree that all claims and disputes arising out of or relating to the Terms or the use of the Products and Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes arising out of or relating to the Terms or the use of the Products and Services will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and Headspace consent to the personal jurisdiction of both courts.

15.10 CHOICE OF LAW

The laws of California, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims, except to the extent they are preempted by U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

‍15.11 SEVERABILITY

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. ‍

Headspace is located at 2417 Michigan Avenue, Santa Monica, CA 90404.

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