MyNestwell Terms of Use Agreement TERMS AND CONDITIONS OF USE

This Terms of Use Agreement describes the terms and conditions (the “Terms”) of Nestwell by Emily, LLC (“MyNestwell,” “we”, “us” or “our”). These Terms apply to our website, owned and operated by us (the “MyNestwell Platform” or “Platform”), and to our related online and offline services (collectively the “Services”). Please review our mission and our Terms. By using our Services, and expressly accepting our Terms during the registration process, You agree to be legally bound by these Terms. If You do not agree to these Terms, You should not use our Platform or Services.

MyNestwell’s mission is to empower hopeful, expectant, and new parents/mothers through all stages of parenthood/motherhood by connecting them to maternal wellness services offered by providers in their local communities.

Hopeful, expectant and new parents/mothers who register with MyNestwell as members as well as all visitors to the Platform (“Users”) may obtain educational materials pertaining to maternal health and wellness, receive information about MyNestwell, such as newsletters, live and virtual event schedules, and may interact with wellness providers and other users. A full list of MyNestwell Services can be found at www.MyNestwell.com .

Maternal wellness providers (“Providers”), who register with MyNestwell as members and purchase one or more MyNestwell annual or monthly memberships, may post educational content and information about their services on our Platform, connect with other wellness providers and users and advertise and offer live and virtual community events such as classes or presentations.

Users and Providers collectively will be referred to as “Members” or “You.”

  1. Binding Agreement. This Terms of Use Agreement specifies the binding terms and conditions for access to the MyNestwell Platform and participation in our Services. The Terms expressly supersede any prior Terms of Use between You and us or any of our affiliates or predecessors. It is possible that some Services will be hosted or provided by third-party hosts or service providers in which case You will be subject to additional terms and conditions of use which are posted on third-parties’ websites. Our Terms may be modified at any time by Us upon our posting of the modified Terms on our Platform. Any such modifications shall be effective immediately. You may view the most recent version of our Terms at any time at (https://mynestwell.com/terms-condition/). Each use of our Platform and/or our Services by You shall constitute and be deemed your agreement to be bound by these Terms.

  2. The Services. Providers and Users of the Services. MyNestwell’s Platform and Services consist of an online and offline community and marketplace of services and content offered by maternal wellness providers, or Providers, and designed for expectant, hopeful and new parents/mothers or Users.

    1. Users. As a User of our Platform and Services, You acknowledge that despite identifying Providers, we do NOT guarantee any or each Provider’s identities or capabilities or that the Provider has obtained required permits, licenses or consents related to performing a service, or that the Provider complies with all applicable laws. We do not endorse any particular Provider, nor do we guarantee the quality of their goods or services.
    2. Providers. As a Provider of our Platform and Services, You acknowledge that we will not endorse you or your content, products or services. Furthermore, we are not responsible for assisting You in providing goods and services to Users.
  3. Neutral Venue. You acknowledge that MyNestwell is NOT a service provider or an agent of any Provider. MyNestwell functions solely as a neutral venue and digital clearinghouse where Users and Providers may connect. We are not a party to the transaction between a User and a Provider, and as a result, we do NOT have control over the existence, quality, accuracy, or safety of the transactions that take place on our Platform. Furthermore, we make no representations or warranties and are not liable or responsible for the actions or inactions of our Users or Providers.

  4. Nondiscrimination Policy. MyNestwell is committed to treating all Users and Providers in a respectful and inclusive manner. We want You to feel welcome using our Platform and Services. Therefore, we prohibit unlawful discrimination against Users and Providers on the basis of race, color, national origin, religion, sex (including pregnancy), age, sexual orientation, marital status, disability, veteran status, or any other basis prohibited by federal, state, or local law.

    MyNestwell prohibits retaliation related to your opposition or complaints of discrimination or your participation in a discrimination charge or other proceeding under federal, state, or local anti-discrimination law. If You believe You have been discriminated against, please contact support at hello@mynestwell.com with the subject “Nondiscrimination Policy,” so that we can investigate properly. We reserve the right to suspend or terminate Your access to the Platform and Services if You have violated this policy or if You engage in offensive or detrimental behavior, including behavior that shocks, insults, or offends other Users or Providers.

  5. Privacy Policy. MyNestwell reserves the right, and You authorize us, to use, edit, and assign all information regarding the Platform uses by you, and all information provided by You, in any manner consistent with our Privacy Policy which You may access by clicking on this link.

  6. Ownership. All content included on the MyNestwell Platform is and shall continue to be the property of MyNestwell or its content providers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, uploading, posting, public display of, use or publication by You of any such content or any part of the Platform is prohibited, except as expressly permitted in these Terms. Under no circumstances will You acquire any ownership rights or other interest in any content by or through your use of the Platform.

  7. User Tools. Our Platform offers various tools to Users (collectively, “User Tools”), some of which are provided by third parties. We are not responsible for the availability, suitability, or effectiveness of any of these User Tools. MyNestwell reserves the right to continue to modify or discontinue any User Tool or other software service or feature on our Platform at any time without advance notice to You. We are not responsible for any data that you may lose as a result of User Tools that malfunction or any consequential damages that result from such data loss. It is advisable that you maintain a back-up copy of all data on your computer.

  8. Fees and Payment Terms.

    1. Providers. Providers may pay for membership fees for varying levels of memberships to MyNestwell through a payment portal on our Platform which is owned and operated by a third party. From time to time, MyNestwell, may in its sole discretion change its fee schedules. Payment for membership fees permits Providers to post content and information about their maternal wellness services

    2. Users. Users are not currently required to pay for a MyNestwell membership when registering but may be required to pay to participate in live or virtual events and to access educational content posted by Providers on our Platform. Payment may be made through a payment portal on our Platform which is owned and operated by a third party. From time to time, MyNestwell, may, in our sole discretion, change our fee schedule for our Services and membership.

    3. Automatic Membership Renewal.

      1. Users: User memberships, which are free memberships, will remain active and will be automatically renewed for successive terms unless and until a User cancels the membership on our Platform.

      2. Providers: Provider memberships, which are paid memberships, will remain active and be automatically renewed for successive periods unless a Provider cancels his or her membership by contacting us at least thirty (30) days in advance of the termination date. We can be reached at the following email address: hello@mynestwell.com. If a Provider is enrolled in a monthly or other periodic membership and payment plan and decides to cancel during the membership period, the Provider will continue to be billed at the same rates and for the originally agreed to term, monthly or otherwise, until the original membership term has expired.

    If MyNestwell terminates your membership for a breach of any part of these Terms, You may not be entitled to a refund of any unused portion of membership or other fees. Our Platform contains a payment portal through which a third party processes payments via credit card and ACH transactions. By using our Platform and our payment portal, You agree to the third-party’s terms which may be found by clicking on this link: www.stripe.com.

  9. Use of Platform. This Platform is intended for use by adults only. Users and Providers must be over the age of 18 years. Furthermore, this Platform is NOT intended for use by children under the age of 13.

    Nonexclusive License. You have a limited, revocable, nonexclusive license to use this Platform solely for your own personal use and not for distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Platform, reverse engineer or break into the site, or use materials, products or services in violation of any law. Your use of our Platform is at the discretion of MyNestwell and MyNestwell may terminate your use of this Platform at any time.

    You represent and warrant that You own or have the necessary rights to grant MyNestwell the worldwide, non-exclusive license to post your content on its Platform. In addition, if You post or otherwise provide any Content that is protected by intellectual property rights, you represent that you have obtained the necessary permissions or releases from the applicable copyright, trademark or patent owner.

    Rules. You expressly agree to create an account in your name only or in your entity’s name only. You expressly agree Not to:

    • Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;

    • Use the Platform or Services for any unlawful purposes or purposes prohibited by these Terms, such as spamming, chain letters, or other unsolicited communications, and or to solicit the performance of illegal activity;

    • Restrict or inhibit other Users or Providers from using and enjoying the Platform and Services;

    • “Harvest,” “scrape,” “stream catch” or collect information from the Services using an automated software tool, or manually on a mass basis’

    • Circumvent or reverse engineer the Services or our systems or to gain unauthorized access to any areas of the Platform or Services, or any other systems or networks connected to the Platform and Services, or to any of the services offered on or through the Services that are not intended for access by You, by hacking, password “mining,” or any other illegitimate means;

    • Uses the Platform or Services to gain competitive intelligence about us,

    • Engage in tactics, or direct or encourage others, to attempt to bypass the Services or our

      Platform to avoid complying with these Terms or paying applicable fees.

      We reserve the right to suspend any User or Provider’s use or access to the Services and our Platform and/or to cancel your membership if You violate any of these Rules.

  10. Membership Accounts, Passwords and Security. To create and access your membership account or any of our Services, you may be required to register and create an account. You agree to provide truthful, accurate and current information about Yourself, and if you are a Provider, about your Services and the information and content that you provide. Furthermore, if you create a membership account, You are responsible for protecting the confidentiality of your membership account user ID and password. We are not liable for any loss or damage arising from your failure to protect your membership ID or password.

  11. Informational Purposes Only / MyNestwell Does Not Provide Medical Advice. This Platform and all Services are provided for informational purposes only and will not serve to diagnose or treat any of your medical conditions or symptoms. MyNestwell Services and the content on this Platform are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Your use of the Platform or participation in our Services does NOT create a doctor- patient relationship between You and our Providers or between You and MyNestwell. It is your responsibility to seek the advice of your physician or other qualified health providers with any questions you may have regarding a medical condition. The opinions expressed on our Platform and through our Services are for informational purposes only and are not specific to You, your condition or situation.

    Call your doctor or 911 immediately for all medical concerns and/or emergencies.
    MyNestwell does not recommend or endorse any specific tests, products, procedures, opinions, alternative health methods or other information posted on the Platform, regardless of whether it originates from third parties, affiliates or from MyNestwell. Use of the Platform is solely at your own risk.

  12. Submissions. Any questions, comments, suggestions, ideas, feedback or other information about MyNestwell Services submitted by You to MyNestwell are non-confidential and shall become the sole property of MyNestwell. MyNestwell shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

  13. Community Event (“Event”) Waiver and Release. By signing up for and or attending live events operated in neutral venues or facilities owned by third parties, you, or your heirs, employees, personal representatives, agents, and or assigns, agree that there are inherent risks to participating in physical activities. At all times, you shall comply with all stated and customary terms, posted safety signs, rules, and verbal instructions given to you by the Provider. If an event instructor determines that You may be at physical risk participating in a Community Event, You may be denied access to the Event.

    By participating in the Community Event in a facility owned by a third-party, You assume full responsibility for any and all injuries or damage which are sustained or aggravated by You; release, indemnify, and hold harmless MyNestwell, any and all of its affiliates, and each of their respective officers, directors, members, employees, representatives, and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or related to participation in the Community Event or use of the facility; and You represent that (a) You have no medical or physical condition that would prevent you from safely participating in MyNestwell’s Community Event, and (b) If you have a medical condition that may put you in danger, that You will not sign up for or participate in that Community Event.

  14. Intellectual Property – Trademark, Copyright and Copyright Agent. MyNestwell respects the intellectual property rights of others. If You believe your work has been copied in a way that constitutes copyright or trademark infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

    2. A description of the copyrighted work that you claim has been infringed;

    3. A description of where the material that you claim is infringing is located on the

      Platform;

    4. Your address, telephone number, and e-mail address;

    5. A statement by you that you have a good faith belief that the disputed use is not

      authorized by the copyright owner, its agent, or the law; and

    6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

    Our copyright Agent for Notice of claims of copyright infringement on the Platform is Emily Watson, who can be reached as follows:

    By E-Mail: hello@mynestwell.com

    The mark, “MyNestwell” and the MyNestwell logo and other graphics, logos, designs, page headers, button icons, scripts and service names are trademarks, trade names or trade dress of MyNestwell. MyNestwell’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written approval of MyNestwell.

  15. Compliance with Laws. You agree to comply with all applicable laws regarding your use of our Platform and Services. You further agree that information provided by You is truthful and accurate to the best of your knowledge.

  16. Indemnification. You agree to indemnify, defend and hold MyNestwell and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Platform.

  17. Disclaimer. THE CONTENT AND INFORMATION ON THIS PLATFORM AND GIVEN THROUGH OUR SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT TO DIAGNOSIS OR TREAT YOU. THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THIS PLATFORM AND OF OUR SERVICES IS AT YOUR SOLE RISK. MYNESTWELL DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM SHALL BE TO DISCONTINUE USING THE PLATFORM AND/OR OUR SERVICES.

    IN ADDITION, MYNESTWELL MAKES NO REPRESENTATIONS AND NO ENDORSEMENTS REGARDING:

    1. Providers. MyNestwell makes no guarantee or representations regarding the skill level or performance of the Provider, regarding whether the Provider is insured or bonded, or regarding the results of a service. MyNestwell does not endorse or recommend the services of any Provider. MyNestwell may inform you of Provider offers or discounts, however, it does not guarantee the existence of those offers or discounts. MyNestwell may inform you of Provider reviews, however, these reviews reflect the opinions of Platform users and not of MyNestwell.

    2. Community Events. MyNestwell posts, promotes and advertises community events offered by Providers. These community events, which may consist of classes related to maternal wellness, parent support groups or parent-enriching classes and presentations, are for informational purposes only and do not serve to diagnosis or treat medical conditions or symptoms. Your attendance or participation in a community event does not create a provider-patient relationship between You and the Provider or between You and MyNestwell. MyNestwell neither guarantees the accuracy of the details nor the existence of these events. Users are responsible for directly confirming the accuracy of the details and existence of the community events with the Providers who offer them.

    3. Facilities and Venues. MyNestwell makes no guarantee or representations regarding the location, condition, or maintenance of the facilities or venues where Providers choose to perform Services.

    4. Reviews & Testimonials. Our Platform may feature reviews and testimonials from Users and Providers. As a User or Provider writing or reading Testimonials, You understand that while all information, photos, and quotes used are from actual Users and Providers who are sharing their opinions of MyNestwell, there is no guarantee of results or that You will have the same experience.

    5. Affiliates. From time to time, MyNestwell may choose to partner with, promote, become an affiliate of, or otherwise engage in a joint venture and that we may receive financial compensation or other payment as a result.

  18. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MYNESTWELL BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF MY NESTWELL SERVICES, OUR PLATFORM, COMMUNITY EVENTS OR EDUCATIONAL CONTENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH MYNESTWELL SERVICES, PLATFORM, CONTENT IS TO CEASE TO USE OUR SERVICES, PLATFORM, OR CONTENT.

    You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

    Our Platform is operated and maintained by MyNestwell which is located in the United States of America (“USA”). MyNestwell makes no representations that the Website is appropriate or available for use in locations outside of the USA. If You access or use the Platform from other jurisdictions outside of the USA, You do so at your own risk.

  19. Relationship of the Parties. Nothing contained in these Terms shall be construed to constitute a partnership, joint venture, employment relationship or agency amongst and between MyNestwell and You, nor shall You represent that You are a partner, joint venture, employee or agent of MyNestwell. No party to these Terms has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of another party, as it is intended by all parties to this Agreement that parties shall remain independent contractors responsible for their own actions.

  20. Linked Websites. Our Platform contains links to other websites, operated by third parties, that contain content, product, and services related to maternal wellness and parent enrichment. These links are provided for your convenience only. You access and use these links solely at your own risk. MyNestwell is not responsible for and does not endorse the content, products, services, or the Providers of the services that are accessible via these links. Also, MyNestwell is not responsible for the availability or accuracy of the content on the linked websites. When you visit a linked website, it is your responsibility to read and understand that third-party site’s terms of use and privacy policy.

  21. Severability. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

  22. Waiver. The failure of MyNestwell to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of these Terms by MyNestwell must be in writing and signed by an authorized representative of MyNestwell.

  23. Termination. Any party to these Terms may terminate this agreement at any time, with or without notice, for any reason, subject to Section 7 Fees and Payment Terms and Section and in particular Section 7(a) Membership Renewal. These Terms will remain in effect following termination and in spite of termination.

  24. Applicable Law. You agree that the laws of the state of New York, without regard to conflicts of laws provisions, will govern this Agreement and any dispute that may arise between You and MyNestwell or its affiliates. Any claim or dispute between You and MyNestwell will be decided exclusively by a court of competent jurisdiction located in Westchester County, New York, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.

  25. Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved in a binding arbitration conducted under the auspices of the American Arbitration Association in Westchester County, New York.

  26. Entire Agreement. These Terms constitute the entire agreement between You and MyNestwell and govern the terms and conditions of your use of the Platform and Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and MyNestwell. Notwithstanding the foregoing, You may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when You use our Platform or our Services. MyNestwell may revise these Terms at any time by updating these Terms and posting it on the Platform. Accordingly, You should visit our Platform and review our Terms periodically to determine if any changes have been made. Your continued use of our Platform and our Services after any changes have been made to the Terms signifies and confirms your acceptance of any such changes or amendments to these Terms.

Questions

Please contact us at: hello@mynestwell.com with any questions regarding this Terms of Use Agreement.

Effective Date of Agreement is July 10, 2020