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TABLE OF CONTENTS

 * 1. WHAT YOU’RE SIGNING UP FOR
 * 2. JOINING THE HEADSPACE COMMUNITY
 * 3. CANCELING MEMBERSHIP
 * 4. PROHIBITED USE OF THE PRODUCTS AND SERVICES
 * 5. MATTERS OF OWNERSHIP
 * 6. AVAILABILITY OF PRODUCTS AND SERVICES
 * ‍7. USER MATERIAL
 * 8. THIRD PARTY TERMS AND LINKS
 * 9. ASSUMPTION OF RISK
 * 10. WARRANTIES AND DISCLAIMERS
 * 11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE‍
 * 12. ELECTRONIC COMMUNICATIONS CONSENT
 * 13. INTERNATIONAL USE
 * 14. GENERAL


HEADSPACE TERMS & CONDITIONS

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

--------------------------------------------------------------------------------


Effective: January 1, 2024.

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

Headspace, Inc. and its subsidiaries and affiliates (“Headspace,” “us” or “we”)
provides content and products via: www.headspace.com (the “Website”), our
applications (the “Apps”), or other delivery methods (the Website, the Apps and
such content and products are collectively the “Product”). Headspace, in
partnership with its affiliated medical providers and partners, including
Ginger.io of California Medical P.C., may deliver coaching services,
psychotherapy services (i.e. therapy), and psychiatry services (collectively the
“Services”) using the Products or via other delivery methods, as applicable.

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

Protecting and safeguarding any personal information you provide through the
Products and Services is extremely important to us. Information about our
privacy practices can be found in our Privacy Policy (“Privacy Policy”). You
acknowledge that your use of the Products and Services is also subject to our
Privacy Policy.

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

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE (SECTION 14.9).
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 AND SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU
WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE
ARBITRATION.


1. WHAT YOU’RE SIGNING UP FOR


1.1 PRODUCTS AND SERVICES

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


1.2 GENERAL RULES FOR USE OR ACCESS

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

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

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

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


1.3 CHANGES TO TERMS

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


2. JOINING THE HEADSPACE COMMUNITY


2.1 BECOMING A MEMBER

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

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

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


2.2 CHILDREN

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

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

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

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

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

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


2.3 SUBSCRIPTIONS

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

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

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

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

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

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

(g) 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.

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


2.4 PAYMENT TERMS

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

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

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


2.5 BENEFIT SPONSORS

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


2.6 CHANGING FEES AND CHARGES

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


3. CANCELING MEMBERSHIP


3.1 CANCELLATION BY US

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


3.2 CANCELLATION BY YOU

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

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


3.3 CANCELLATION FEES

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


4. PROHIBITED USE OF THE PRODUCTS AND SERVICES

By using the Products and Services you agree not to:

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

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

(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 or Services;

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

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

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

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

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

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

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

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

(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 or Services if we believe, in our sole discretion, that you exhibit
such behavior or you violate or attempt to violate any laws or breach these
Terms.

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

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


5. MATTERS OF OWNERSHIP

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


5.1 COPYRIGHT

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

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

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

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

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


5.2 TRADEMARKS

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


6. AVAILABILITY OF PRODUCTS AND SERVICES

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

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

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

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


‍7. USER MATERIAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


8. THIRD PARTY TERMS AND LINKS

8.1 At times, we may contract with a third party to support the Products or
Services we offer to you or to directly provide Services to you, such as
Employee Assistance Program (“EAP”) services. In such instances, your use of the
third party’s products or services will be subject to their applicable terms of
service and privacy policy, which will be presented to you upon engagement with
their product or service. To the extent that there is a conflict between these
Terms and the terms of use for any of our third-party contracted entities, the
third-party terms will apply. We reserve the right to change third-party
providers in our sole discretion.

8.2 The Products and Services may integrate, be integrated into, or be provided
in connection with third-party products, services and content. As part of such
integration we may transfer your information to the applicable third party
service. These third-party services are not under our control, and, to the
fullest extent permitted by law, we are not responsible for any third party
service’s use of your exported information.

8.3 We may provide links to other websites or services for you to access. Any
access is at your sole discretion and for your information only. We do not
review or endorse any of those third-party websites or services. We are not
responsible in any way for: (a) the availability of; (b) the privacy practices
of; (c) the content, advertising, products, goods or other materials or
resources on or available from; or (d) the use to which others make of these
other websites or services. We are also not responsible for any damage, loss or
offense caused or alleged to be caused by, or in connection with, the use of or
reliance on such websites or services.

8.4 You may link to our home page, provided you do so in a way that is fair and
legal and does not damage our reputation or take advantage of it, but you must
not establish a link in such a way as to suggest any form of association,
approval or endorsement on our part where none exists. You must not establish a
link from any website that is not owned by you. The Products and Services must
not be framed on any other website, nor may you create a link to any part of the
Products and Services unless you have written consent to do so from Headspace.
We reserve the right to withdraw linking permission with written notice. The
website from which you are linking must comply in all respects with Section 4.
If you wish to make any use of material on or in the Products or Services other
than that set out above, please address your request to help@headspace.com.


9. ASSUMPTION OF RISK

By granting you the right to use the Products or Services, 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 Services or any activity you undertake in connection therewith. As
between you and the Headspace Entities, you are solely responsible for your use
of the Products and Services and your health and medical conditions and
treatment related thereto. The Headspace Entities will have no liability for any
unauthorized disclosure of your personally identifiable information caused by
your actions or omissions.

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

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

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

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

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

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

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

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

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


9.1 MEDITATION ASSUMPTION OF RISK

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


9.2 COACHING ASSUMPTION OF RISK

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


10. WARRANTIES AND DISCLAIMERS

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

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

10.2 Headspace’s meditation, mindfulness, sleep and movement content and
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
and Services.

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


11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE‍

11.1 We are committed to complying with copyright and related laws, and we
require all users of the Products and Services to do the same. This means you
may not store any material or content on, or disseminate any material or content
over, the Products or Services in any manner that infringes of third-party
intellectual property rights, including rights granted by copyright law. You may
not post, modify, distribute, or reproduce in any way any copyrighted material,
trademarks, or other proprietary information belonging to others without
obtaining the prior written consent of the owner of such proprietary rights. It
is our policy to terminate privileges of any user who repeatedly infringes the
copyright rights of others upon receipt of proper notification to us by the
copyright owner or the copyright owner’s legal agent. ‍

11.2 Owners of copyrighted works in the United States who believe that their
rights under copyright law have been infringed may take advantage of certain
provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to
report alleged infringements. ‍‍

11.3 If you feel that a posted message is objectionable or infringing, we
encourage you to contact us immediately. Upon our receipt of a proper notice of
claimed infringement under the DMCA, we will respond expeditiously to remove, or
disable access to, the material claimed to be infringing and will follow the
procedures specified in the DMCA to resolve the claim between the notifying
party and the alleged infringer who provided the content in issue. Our
designated agent (i.e., the proper party) to whom you should address such notice
is listed below. ‍‍

11.4 If you believe that your work has been copied and posted on the Products or
Services in a way that constitutes copyright infringement, please provide our
designated agent with the following information:

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

(b) A description of the copyrighted work or other intellectual property that
you claim has been infringed;

(c) A description of where the material that you claim is infringing is located
on the Products or Services;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the disputed use
is not authorized by the copyright or intellectual property owner, its agent, or
the law; and

(f) A statement by you, made under penalty of perjury, that the information
contained in your report is accurate and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf.

(g) Our designated agent for notice of claims of copyright infringement can be
reached as follows:

By Mail: Headspace Attn: Copyright Agent 500 Molino St., Suite 118 Los Angeles,
CA 90013 ‍ By Email: hcannom@wscylaw.com Subject line: DMCA


12. ELECTRONIC COMMUNICATIONS CONSENT

Email, text messaging, push notifications and other electronic communication
(“Electronic Communications”), such as posting notices on the Products or
Services allow Headspace to exchange information with you efficiently in
connection with the provisioning of our Products and Services, product
information, appointment reminders, and links to surveys.

Your use of the Products and Services means that you agree and consent to the
use of Electronic Communications as an acceptable form of communication for the
purposes of receiving our Products and Services and product information.
Standard text messaging charges applied by your cell phone carrier will apply to
text messages we send. You acknowledge that Electronic Communications may not be
a completely secure means of communication, and there may be the potential for
such communications to be accessed in storage or during transmission. We will
limit the amount and type of confidential information disclosed in un-encrypted
Electronic Communications in compliance with our privacy policy.

Applicable laws require that some of the information or communications we send
to you should be in writing. You agree to transact with us electronically, and
that communication with us will be mainly electronic. You acknowledge that all
contracts, notices, information and other communications that we provide to you
electronically comply with any legal requirement that such communications be in
writing. You have the right to receive a paper copy of the communications. To
receive a paper copy, please request it by emailing us at help@headspace.com.
Please be sure to state that you are requesting a copy of the particular
communication.

If you wish to change your email address, phone number, or modify your
preferences regarding the use of email and text communication, please contact us
at help@headspace.com. You can also contact help@headspace.com to unsubscribe
from further communications. Unsubscribing from communication may impact your
ability to use the Products or Services.

We reserve the right, in our sole discretion, to discontinue the provision of
your Electronic Communications, or to terminate or change the terms and
conditions on which we provide Electronic Communications. We will provide you
with notice of any such termination or change as required by law.


13. INTERNATIONAL USE

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

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

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

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND
CONDITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE
DISCLAIMERS IN SECTION 10 OR LIMITATIONS IN SECTION 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 Services, and you will defend and indemnify Headspace, your
employer, your health plan, or provider (as applicable) and each of their
respective officers, directors, employees, consultants, affiliates, subsidiaries
and agents (together, the “Headspace Entities”) from and against any claim
brought by a third party, and any related liability, damage, loss, and expense,
including reasonable attorneys’ fees and costs, arising out of or connected
with: (a) your unauthorized use of, or misuse of, the Products or Services; (b)
your violation of any portion of these Terms, any representation, warranty, or
agreement referenced in these Terms, or any Applicable Law; (c) your violation
of any third-party right, including any intellectual property right or
publicity, confidentiality, other property, or privacy right; or (d) any dispute
or issue between you and any third party. The foregoing indemnification
obligation is subject to a Headspace Entity promptly informing you in writing of
any such claim, demand, action, or suit; provided that any failure to so inform
you will not prejudice your obligation of indemnity, except to the extent
materially prejudiced thereby. We reserve the right, at our own expense, to
assume the exclusive defense and control of any matter otherwise subject to
indemnification by you (without limiting your indemnification obligations with
respect to that matter), and in that case, you agree to cooperate with our
defense of those claims.


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 AND SERVICES OR ANY MATERIALS OR
CONTENT ON THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY
HEADSPACE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. ‍

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

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


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 and Services, or for any failure or delay by us to
comply with these Terms, where such lack, unavailability or failure arises from
any cause beyond our reasonable control.


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 and Services. We
each acknowledge that neither of us relies on, or will have any remedies in
respect of, any representation or warranty (whether made innocently or
negligently) that is not set out in these Terms or the additional terms or
policies expressly referred to in these Terms. Each of us agrees that our only
liability in respect of those representations and warranties that are set out in
this agreement (whether made innocently or negligently) will be for breach of
contract. Nothing in this Section limits or excludes any liability for fraud.


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


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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