Headspace XR Terms & Conditions

Effective: March 6, 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”).

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

Protecting and safeguarding any personal information you provide through the Products 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 is also subject to our Privacy Policy.

YOU AGREE THAT THE PRODUCTS 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 IN IMMEDIATE DANGER, PLEASE CONTACT 911 OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THESE PRODUCTS. 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 14.9). 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 WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Table of Contents

1. WHAT YOU’RE SIGNING UP FOR

1.1 PRODUCTS

Products include, without limitation, meditation and mindfulness content for stress, sleep, focus and movement.

1.2 GENERAL RULES FOR USE OR ACCESS

(a) When you order (“Order”) any Products, or otherwise use or access the Products, 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 accept” prior to your purchase or access to the Products. If you do not click “I accept”, you may not be able to complete your purchase or access the Products. If you do not agree to these Terms, please do not use the Products.

(b) These Terms and the applicable Order set out the whole agreement between you and us for the supply of the Products unless expressly stated otherwise. For instance, in order to use or access certain Products 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. 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 is dependent upon your use of a computer with adequate software or a supported mobile device or headset and Internet access. The maintenance and security of this equipment may influence the performance of the Products 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. 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 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, 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, you may need to provide additional User Information.

(b) By registering as a Member and using and/or accessing the Products, 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 does not violate these Terms or any Applicable Law.

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

2.2 CHILDREN

Our Products are generally intended for individuals at least 18 years of age. 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 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 purchase method. We reserve the right to determine eligibility for Free Trials, which may vary based on factors including the Product you select and whether you have redeemed a Free Trial previously. Free Trials automatically convert to Purchase after a certain period of time.

(b) Purchase. Members may access the Products by paying Headspace or our App marketplace partners 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.

(c) Purchase Methods. You may purchase access to the Products via our website or where allowed by our App marketplace partners. Please note that if you purchase through the Meta Quest Store, the sale is final, and we will not provide a refund. Your purchase will be subject to Meta’s applicable payment policy, which also may not provide for refunds.

(d) 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.

(e) 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 may require you to pay fees. We reserve the right to determine pricing for the Products. 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 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, 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, 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, Headspace and its third-party payment processor may receive and use updated credit card information from your credit card issuer to prevent your Purchase 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 CHANGING FEES AND CHARGES

We reserve the right to change our fees, plans or adjust pricing for our Products 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 will take effect following notice to you.

3. CANCELING MEMBERSHIP

We may suspend or terminate your use of the Products 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. Such termination or suspension may be immediate and without notice.

4. PROHIBITED USE OF THE PRODUCTS

By using the Products you agree not to:

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

 b. use the Products (or any part thereof) to create any tool or software product that can be used to create software applications of any nature whatsoever;

 c. 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;

 d. interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products;

 e. access the Products in an unauthorized manner, including in violation of any local, state, national or international law

 f. circumvent any territorial restrictions applied to the Products;

 g. perform any fraudulent activity including impersonating any other person or entity while using the Products;

 h. conduct yourself in an offensive manner while using the Products (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);

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

 j. use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Headspace;  k. rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part or use the Products except for your own personal use;

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

 m. 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

 n. 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 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 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. 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 (“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 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 or any Device. ‍

(d) The Products 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 may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Products. ‍

(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. If you make other use of the Products, 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 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 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

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, 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 while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time. ‍ Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new Products. We will restore the Products as soon as we reasonably can. In the event that the Products 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 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. 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.

‍7. USER MATERIAL

7.1 The Products 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. “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 purchase, or Product use information which you provide in registering for and using Products. 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 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, 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, 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 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 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, 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, the Headspace Entities (as defined in Section 14) 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 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 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 IN IMMEDIATE DANGER, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM;

b. 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; c. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS;

d. 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; AND

e. 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 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.

10. WARRANTIES AND DISCLAIMERS

10.1 THE PRODUCTS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS 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 ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS, 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 OR ANY PORTION OF THE PRODUCTS, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS, 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 HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS WILL CREATE ANY WARRANTY REGARDING ANY OF THE HEADSPACE ENTITIES OR THE PRODUCTS THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS 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 behavioral 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.

10.3 To the extent that you participate in any movement content featured in the Products, 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

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 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 14.3 MAY NOT APPLY TO YOU.

14. GENERAL

14.1 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.

14.2 INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Products, and you will defend and indemnify Headspace, and its 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; (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.

14.3 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 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 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 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.

14.4 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. ‍

14.5 FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, 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.

14.6 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.‍

14.7 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. 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.

14.8 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).

14.9 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. ‍

(a) 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 9040, 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.

(b) Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms or your use of the Products that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and Headspace are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ‍

(c) 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 rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration 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. ‍

(d) 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. ‍

(e) Jury Trial Waiver. Except where not permitted 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. ‍

(f) 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 14.10 below. ‍

(g) 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 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; ADR@headspace.com. ‍

(h) Small Claims Court. Notwithstanding the foregoing, either you or Headspace may bring an individual action in small claims court. ‍

(i) Public Injunction Exclusion. Notwithstanding the foregoing, you may pursue a claim for public injunctive relief either in court or through arbitration. ‍

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

14.10 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 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 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.

14.11 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.

14.12 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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