BreatheWell Wear App Terms and Conditions
These Terms and Conditions (these “Terms”) govern access to and use of the “BreatheWell Wear” mobile application that links to or references these Terms (the “App,” any other mobile applications that we make available, regardless of platform); and
The App is made available by Shepherd Center, Inc. (“we” or “us” or “Shepherd”) on these Terms. Please read these Terms carefully and thoroughly. By accessing and using the App, you agree that you have read and understand these Terms and you accept and agree to be bound by these Terms. If you do not accept or agree to these Terms, you may not access or use (and must cease to access and use) the App.
We may update these Terms from time to time and may amend them at any time to incorporate additional terms specific to additional features, materials, products, opportunities, or services that we may make available on, in, or through the App. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the App or providing or making a revised version of these Terms or other notice available in an App. You should view these Terms often to stay informed of changes that may affect you, as your continued use of the App signifies your continuing consent to be bound by these Terms. We expressly reserve the right to make any changes to these Terms, or to the App (or to any content of or available through any of the forgoing), at any time, without prior notice to you. We also reserve the right to charge a fee for the use of the App at any time in the future, upon providing you with notice thereof.
In these Terms, “you” refers to an individual accessing or using the App (regardless of the particular features made available by us that the individual may choose to browse, use, or take advantage of). To the extent applicable, “you” also includes any legal entity or organization, if any, on whose behalf an individual is accessing or using the App (the individual’s “Organization”). You represent and agree that all information that you provide to us in connection with your access to and use of the App, or in otherwise corresponding with us, is and shall be true, accurate, and complete, to the best of your knowledge, ability, and belief. We reserve the right to terminate these Terms, or to refuse, restrict, or discontinue service or access to the App (or any portions, components, or features of the foregoing), with respect to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability. Failure to comply with these Terms may, among other things, result in the immediate termination of your access to and use of the App. You are solely responsible, and we are not responsible, for any hardware, software, equipment, Internet connection, cellular services and data, or other items or expenses necessary for you to access and use the App. The App is intended to be used by people who want to use it to help them perform slow, diaphragmatic breathing to promote stress management, and is not intended to be used in place of medical or behavioral health services.
Information that you provide or that we collect about you and your Organization, in connection with your access to and use of the App, is subject to our Privacy Policy, the terms of which are incorporated into these Terms by reference. We encourage you to read and become familiar with our privacy practices, as described in our Privacy Policy.
Before accessing and using the App (whether on your own behalf or on behalf of your Organization or your family member), or sharing any third party’s information with us or on or through the App, you are responsible for obtaining any consents and approvals of third parties who may be affected by, or may need to consent to, such access and use or the sharing of such information, whether such consents and approvals are required by law or otherwise.
We take such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to, from, or through the App. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any user identifications or other unique names or numbers (collectively, your “User IDs”), and any associated passwords, that are created or assigned to you for your use in accessing and using the App, and you are fully responsible for all access and any activity that occurs through use of your User IDs or passwords. You agree to immediately notify us of any unauthorized use of your User IDs or passwords, of any breach of security regarding the App, and of any breach of these Terms of which you become aware. We cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your User IDs or passwords.
We respect the intellectual property rights of others and expect you to do the same. We have expended substantial time, effort and funds to create the App, and to collect and provide the features that are available on it. You understand and agree that we own all right, title, and interest in and to (or, where required or applicable, we have the appropriate rights and licenses from third parties to) the App, the features, materials, opportunities, and services made available on or through the App, all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained or included in the App, and the compilation, collection, design, selection, and arrangement thereof (collectively, the “Content”). You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing and using the App, or the Content. Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, and trade secrets, and all such rights are and shall remain the property of us or our licensors and content-providers.
Provided that you are not prohibited by these Terms from using the App, or the Content, we grant you a limited, nonexclusive, nontransferable, revocable, personal license to access and make personal use of the App, and the Content solely for legitimate purposes consistent with the reasonably inferable intended purposes of the App, and the Content. Any other access to or use of the App, or the Content constitutes a violation of these Terms. No business or professional relationship is created in connection with any provision of the App, or the Content. Except as expressly provided in these Terms, any alteration, modification, reproduction, redistribution, retransmission, redisplay, or other use of any portion of the App, or the Content in any other manner, or for any other purpose, not expressly permitted by these Terms constitutes an infringement of our or our content providers’ intellectual property and proprietary rights and is strictly prohibited. Other than as necessary and required to facilitate your personal use of the App, in the form and manner made available to you by us, for their reasonably inferable intended purposes, you may not reproduce, perform, create derivative works from, republish, upload, post, mirror, archive, retransmit, or redistribute in any way whatsoever any Content or any portion of the App, without the express, prior written permission of us. Use of the Content or any portion thereof on any other Web site or other networked computer environment, or in any other computer program, or App, is prohibited without our express, prior written permission. Accessing, using, or copying any portion of the App or of the Content through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms is strictly prohibited. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. You may only access and use the App, and the Content in accordance with these Terms. Except as expressly authorized by us in writing, in no event shall you reproduce, redistribute, sell, resell, license, or otherwise exploit for any commercial purpose any portion of the App, or the Content. All rights in and to App not expressly granted herein are reserved by Shepherd.
Subject to our Privacy Policy, by submitting any information or material to or through the App, or by otherwise submitting information to us, whether through access to and use of the App, or the Content or by any other means (including, but not limited to, by accessing, using, or responding to any available offers or specials, or by submitting or posting recommendations, comments, questions, suggestions, or ideas, or any graphics, text, files, or other material of any type), you thereby expressly grant, or warrant that the owner of such material has expressly granted, to us a royalty-free, fully-paid, perpetual, irrevocable, nonexclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate, distribute, and sublicense such material (in whole or in part) worldwide, to incorporate it in other works in any form, media, or technology now known or hereafter developed, and to make it available to other users of the App. We do not necessarily, and have no obligation to, screen or edit materials submitted by users of the App. Nevertheless, we reserve the right to, at any time, for any reason or no reason, in our sole discretion, remove any content, or terminate the accounts of any users, of the App. You are solely responsible for the accuracy, completeness, and truthfulness of any information and materials that you submit or provide through the App, or that you otherwise provide to us, and for ensuring that you have the necessary rights to submit such information and materials for use, in accordance with our Privacy Policy, by us and the other users or the App.
In connection with your access to and use of the App, you are responsible for complying with all applicable laws, regulations, rules, and policies of all relevant jurisdictions. You must follow all applicable laws related to driving and road safety when using this App, including but not limited to not using the App while driving a vehicle. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. Specifically, among other things, you agree that by or while accessing or using the App you shall not:
The above assurances and commitments by you shall survive termination of these Terms.
For your convenience, hyperlinks to other Web sites not under our control may be made available through the App. We do not endorse or sponsor such Web sites and are not responsible for the availability, accuracy, content, or any other aspect of such Web sites. We likewise disclaim all liability for such Web sites, for all access to and use thereof, and for use of the links to such Web sites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of other Web sites, and any purchases of products or services on or through such Web sites, is subject to the terms and conditions of such other Web sites. You agree that you will bring no suit or claim against us arising from or based upon any use of other Web sites. Hyperlinks to other Web sites that are made available through the App do not imply that: (a) we are affiliated or associated with any linked sites; (b) we are legally authorized to use any trademark, tradename, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of ours.
Although we strive to make the App, and the Content, as well as the features, materials, opportunities, and services provided through the App, and the Content, reasonably helpful, useful, reliable, and current, you understand and agree that your access to and use of the App, and the Content (and all materials, products, and services available through them) are at your own initiative and risk. We do not promise, covenant, represent, warrant, or guarantee that you or any other user of the App, or the Content will achieve or obtain any particular or tangible result, value, or goal through the use of the App, or the Content or that they will be appropriate for your needs. It is solely your responsibility to take appropriate precautions to ensure that any information, materials, software, or data that you submit to or through the App, that you access, use, download, or otherwise obtain on or through the App, or that you otherwise submit to us, are: (a) up-to-date, accurate, complete, reliable, truthful, and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines. While the App is intended to assist you in performing slow, diaphragmatic breathing, it is merely a tool, and the App is not a substitute for medical or behavioral health treatment THE APP, AND THE CONTENT, AND ALL MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH ANY OF THE FOREGOING OR OTHERWISE AVAILABLE THROUGH THE APP, ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE THAT USING THIS APP WILL IMPROVE YOUR HEALTH. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE APP, OR THE CONTENT, OR ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH ANY OF THE FOREGOING OR OTHERWISE AVAILABLE THROUGH OUR APP, ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY ARE OR SHALL BE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
IN NO EVENT SHALL SHEPHERD OR ITS LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, CONTRACTORS, AND OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE APP, THE CONTENT, OR ANY INFORMATION, MATERIALS, OR SERVICES PROVIDED OR AVAILABLE ON OR THROUGH ANY OF THE FOREGOING OR OTHERWISE PROVIDED OR AVAILABLE THROUGH SHEPHERD; (B) THE USE, COPYING, OR DISPLAY OF THE APP, OR THE CONTENT OR THE TRANSMISSION OF INFORMATION OVER THE INTERNET OR OTHER THIRD-PARTY NETWORKS TO, FROM, OR THROUGH THE APP OR OTHERWISE TO OR BY SHEPHERD; (C) SHEPHERD’S PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOURS, OF ANY OTHER USERS OF THE APP, OR OF ANY OTHER THIRD PARTIES; OR (E) THE ACCURACY OR THE QUALITY, OR RESULT OF ANY INCIDENT RELATED TO PERFORMING DIAPHRAGMATIC BREATHING OR STRESS MANAGEMENT. UNDER NO CIRCUMSTANCES SHALL SHEPHERD OR ITS LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, CONTRACTORS, OR OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE APP, THE CONTENT, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (E) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF SHEPHERD, EVEN IF SHEPHERD WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF SHEPHERD AND ITS LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, CONTRACTORS, AND SIMILAR ENTITIES, AND OF THE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, IF SHEPHERD OR ANY OF ITS LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, CONTRACTORS, OR SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE APP, THE CONTENT, OR THE USE OF ANY OF THE FOREGOING, SHEPHERD AND SUCH PARTIES’ MAXIMUM, CUMULATIVE, AND AGGREGATE LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100. THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF CERTAIN TYPE OF DAMAGES SET FORTH ABOVE SHALL SURVIVE TERMINATION OF THESE TERMS.
You agree to indemnify, defend, and hold Shepherd and its officers, directors, members, managers, employees, agents, and representatives harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys' fees), brought in connection with or arising out of: (a) content, data, or information that you submit, post to, or transmit through the App, or that you otherwise provide to Shepherd; (b) your access to and use of the App, the Content, or any materials, products, and services available on or through any of the foregoing; (c) your breach or violation of these Terms; or (d) your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.
These Terms and the Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the App, the Content, and any other materials, products, and services available on or through any of the foregoing or through us. Our electronically or otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid, authentic, and enforceable copy of these Terms, and you agree that you shall not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person or entity other than you and us. Our failure or delay in exercising or enforcing any provision of these Terms shall not constitute a waiver of such provision in that or any other instance. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent. These Terms shall be binding on and inure to the benefit of you and us and your and our respective successors and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions hereof shall not be affected. You are responsible for complying with any and all laws and regulations of the jurisdiction from which you are accessing the App and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the App, the Content, or any other information or materials available on or through any of the foregoing in violation of these Terms or any applicable laws, regulations, or rules.
The App is maintained, operated, and controlled by Shepherd in the State of Georgia, and the App is created and distributed or made available from the State of Georgia. These Terms and our Privacy Policy shall be deemed to have been entered into and accepted in the State of Georgia and shall be governed by and construed under the laws of the State of Georgia, without regard to conflicts of laws principles or rules. Any legal or equitable action brought by you that arises out of or relates to these Terms or your access to and use of the App, or the Content must be commenced within one year after the cause of action arises. Any claims, actions, or other matters related to interpretation, construction, or enforcement of these Terms or otherwise brought in connection with these Terms or the Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of the App, the Content, or any materials, products, and services available on or through any of the foregoing or otherwise through us, shall be brought exclusively in the state and federal courts located in Atlanta, Georgia. You hereby expressly consent and irrevocably submit to the exclusive jurisdiction of such courts for such purposes, and you expressly waive any claim that venue is improper for any reason in such courts.
Please contact us with any questions regarding the App, or these Terms by e-mail, at This email address is being protected from spambots. You need JavaScript enabled to view it.
BY USING AND ACCESSING THE APP, YOU AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY REFERENCED HEREIN.
Last updated on August 7, 2018
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