WOLIBA, INC.
TERMS OF USE
Effective Date: October 26, 2026
Version: 2
These Terms of Use (the “Terms”) govern your access to and use of the websites, mobile applications, software, wellness programs, engagement and recognition features, rewards, nonclinical Screening Services, content, communications, and other products and services made available by Woliba, Inc., a Delaware corporation (“Woliba,” “we,” “us,” or “our”) that incorporate or link to these Terms (collectively, the “Services”).
Please read these Terms carefully. They create a binding agreement between you and Woliba. By creating an account, clicking to accept these Terms, purchasing a Woliba Service, or accessing or using a Service after these Terms are presented to you, you agree to these Terms. If you do not agree, do not access or use the Services.
IMPORTANT SERVICE-SCOPE NOTICE. These Terms govern Woliba, Inc. Services only. Unless expressly included in a separate Woliba agreement applicable to you, the Services governed by these Terms do not include medical diagnosis or treatment, prescribing, psychotherapy, pharmacy services, laboratory services, clinical telehealth, or other professional healthcare services (collectively, “Clinical Services”). Independent third-party Clinical Services, if made accessible through or in connection with the Woliba Platform, are governed by the terms, privacy notices, consents, and other documentation applicable to the responsible provider or service.
1. ABOUT WOLIBA AND THESE TERMS
1.1 Woliba Platform
The “Woliba Platform” means Woliba websites, applications, software, dashboards, communications functionality, integrations, content, tools, analytics, and related technology.
Depending on your eligibility or subscription, the Woliba Platform may provide access to:
employee engagement;
rewards and recognition;
activity and wellness challenges;
surveys and events;
wellness education and content;
wellness assessments and questionnaires;
wellness profiles;
nonclinical wellness resources and program support;
Woliba-performed nonclinical Screening Services;
wearable and Connected Device integrations;
artificial-intelligence-supported nonclinical wellness functionality;
general wellness analytics and recommendations; and
other Woliba, Inc. services identified to you.
1.2 Services
“Services” means the Woliba Platform and the particular Woliba, Inc. products, subscriptions, programs, nonclinical wellness services, Screening Services, professional services, or third-party integrations made available to you under these Terms. Not every Service is available to every User.
Available Services may depend on your employer or sponsoring organization, subscription, geographic location, age, eligibility, applicable law, direct consumer subscription, technical availability, or other program requirements.
1.3 User
“User” or “you” means an individual who accesses or uses the Services, including an employee or other employer-sponsored individual, a member of another sponsoring organization, an eligible dependent, an individual consumer purchasing directly from Woliba, an administrator using an individual account, or another eligible participant.
1.4 Woliba’s Role
Woliba directly provides software, engagement, recognition, rewards, general wellness functionality, certain nonclinical Screening Services, and related technology and administrative services. Woliba may also integrate with independent third-party products or services. Unless Woliba expressly states otherwise in a separate written agreement, Woliba does not provide medical diagnosis, treatment, prescribing, psychotherapy, pharmacy services, laboratory services, or other Clinical Services through the Services governed by these Terms.
1.5 Independent Clinical and Third-Party Services
1.5 Independent Health and Third-Party Services. The Services governed by these Terms do not include medical diagnosis or treatment, prescribing, medication dispensing, pharmacy services, clinical telehealth, psychotherapy, individualized Health Coaching furnished as a separate service, medication-access or GLP-1 programs, health-plan claims administration, or other clinical or healthcare-provider services (“Excluded Health Services”). Such services may be offered separately by an Affiliate of Woliba or an independent third party under that entity’s applicable agreements, privacy notices, and consents.
Access to an Excluded Health Service through Woliba technology, branding, communications, integrations, or single sign-on does not make that service part of the Woliba Services or make Woliba responsible for the separate provider’s professional obligations. No Affiliate or third party is authorized to access your private health information merely because of its relationship with Woliba. Any transfer of information will require an applicable lawful basis and any consent or authorization required by law.
1.6 Additional Definitions
“Aggregate Data” means information combined across individuals, accounts, organizations, events, or other records so that it does not identify a particular individual in the form made available for the applicable purpose.
“De-identified Data” means information processed so that it cannot reasonably be linked to an identified or identifiable individual under the applicable legal standard and is maintained subject to applicable restrictions against re-identification.
“Connected Service” means a wearable, mobile application, health-data service, fitness platform, device provider, or other third-party service that you authorize to exchange information with the Woliba Platform.
2. YOUR ACCOUNT AND ELIGIBILITY
2.1 Account Information
You must provide accurate, current, and complete information when creating or maintaining your account and update information that materially affects your eligibility or use of the Services.
2.2 Account Security
You are responsible for maintaining the confidentiality of your login credentials, using reasonable security measures, preventing unauthorized use of your account, and promptly notifying Woliba if you believe your account has been compromised. You may not knowingly permit another person to use your account as that person’s own account.
2.3 Employer or Sponsor Eligibility
If access is sponsored by an employer or other organization, eligibility may depend on information supplied by that organization or its authorized service providers. Woliba may rely on that information. Sponsored Services may be suspended or terminated if the sponsor reports that eligibility has ended.
2.4 Direct Consumer Eligibility
Some Woliba Services may be available for direct purchase even if you are not eligible through a sponsor. Direct-consumer pricing, renewal, cancellation, and available Services may differ from sponsored Services.
2.5 Post-Sponsorship Continuation
If sponsored eligibility ends, Woliba may offer continuation of eligible Woliba Services through an individual subscription, another sponsor, or another lawful eligibility arrangement. Continuation is not guaranteed and may require new terms, privacy documentation, payment information, subscription selection, or data choices.
Termination of sponsorship does not automatically give a former sponsor access to information maintained for you after that relationship ends and does not automatically authorize transfer of Restricted Health Data to an Affiliate, healthcare provider, or other third party.
When your sponsor’s subscription or your eligibility ends, Woliba may discontinue sponsor-funded features, access rights, reporting, and program participation. Subject to Applicable Law, your applicable privacy choices, and available Services, Woliba may permit you to maintain an individual account or continue eligible User-Controlled Data under a separate relationship with Woliba. Neither your sponsor nor Woliba is required to continue providing a sponsored Service after eligibility ends. Termination of sponsorship does not automatically authorize your sponsor to obtain or direct deletion of User-Controlled Data maintained by Woliba independently of the sponsor.
3. EMPLOYER-SPONSORED USERS AND EMPLOYER ACCESS
3.1 Employer-Sponsored Accounts
A sponsoring organization may pay all or part of the cost of Services and may configure eligibility, challenges, incentives, rewards, communications, events, engagement programs, and administrative settings.
3.2 Employer-Visible Information
Depending on the program and disclosures presented to you, a sponsor may receive account eligibility, participation in employer-sponsored challenges, activity or steps used for a challenge, completion status, points and rewards, event participation, applicable survey or engagement activity, administrative activity, Platform engagement, and other information identified as sponsor-visible.
Information identified as sponsor-visible may include eligibility, enrollment, challenge participation, steps or activity submitted for an employer-sponsored challenge, completion status, points, rewards, event participation, and administrative or engagement activity. The availability of such reporting depends on the applicable program, disclosures, configuration, and law. Participation in a sponsor-visible feature does not authorize the sponsor to access unrelated private health information. Woliba may restrict reporting, filtering, exports, or other functionality to prevent unauthorized access or re-identification.
3.3 User-Controlled Restricted Health Data
Sponsorship does not itself give an employer access to all information in your Woliba account. Unless you separately authorize disclosure or Applicable Law otherwise permits or requires it, Woliba does not ordinarily provide your employer by name with:
diagnoses or clinical treatment information;
prescriptions or medication information maintained privately in your Woliba account;
laboratory results or physician notes;
medical records or similar documents you voluntarily upload;
individual Screening measurements or results;
detailed wearable or Connected Device health information maintained for your individual use;
behavioral-health or other specially protected health information;
information concerning services obtained from an independent healthcare provider or other third-party Clinical Service; or
other User-controlled Restricted Health Data designated by Woliba as private or individual-facing.
Your employer’s or sponsor’s payment for Services, designation of administrators, provision of eligibility information, or sponsorship of your account does not itself grant ownership of or access to User-Controlled Data or Restricted Health Data. Woliba will not ordinarily disclose identifiable Restricted Health Data to your sponsor unless the disclosure is permitted by the applicable Service, supported by an appropriate lawful basis, and consistent with any consent or authorization required by Applicable Law. Woliba may use aggregation, suppression, minimum reporting groups, and other safeguards to reduce the risk that private health information can be inferred from reports.
3.4 Aggregate Reporting
Woliba may provide Aggregate Data, De-identified Data, population-level wellness analytics, aggregate Screening results, and other group-level reporting. Woliba may apply minimum group sizes, suppression, aggregation, filter restrictions, category consolidation, or other safeguards where reporting about a small group could reasonably increase re-identification risk.
3.5 Employment Decisions
Woliba does not make hiring, termination, promotion, disciplinary, compensation, disability, leave, benefits-eligibility, or other employment decisions for your employer. The sponsor remains responsible for how it lawfully uses information it is permitted to receive.
4. WELLNESS INFORMATION AND VOLUNTARY HEALTH DATA
4.1 Health and Wellness Information You Provide
Some Services allow you voluntarily to enter, import, receive, or upload wellness goals, body measurements, fitness information, activity information, wearable data, Screening results, assessment answers, laboratory results, physician notes, medical documents, medication information, or other health-related information. You are not required to provide all such information merely because functionality exists.
4.2 Restricted Health Data
Woliba uses “Restricted Health Data” as a privacy and security classification for identifiable information concerning health, wellness, physical or mental condition, biometrics, Screening, healthcare, medication, or similar sensitive matters. Restricted Health Data is broader than information legally defined as Protected Health Information (“PHI”) under HIPAA.
4.3 Health Information Is Not Automatically PHI
4.3 Health Information, HIPAA, and Other Privacy Laws. Health-related information is not automatically Protected Health Information (“PHI”) under HIPAA. Whether HIPAA applies depends on the information, the source and purpose of its collection, the legal role of the entity maintaining or Processing it, and the applicable healthcare or health-plan relationship.
Woliba may act as a Business Associate or subcontractor Business Associate for particular functions when required by HIPAA, including certain services performed on behalf of a Covered Entity or another Business Associate. In those circumstances, the applicable Business Associate Agreement and HIPAA requirements govern the relevant PHI and functions. This does not mean that all health information in the Woliba Platform is PHI or that an employer is entitled to access it.
Health information not subject to HIPAA may nevertheless be protected under consumer-health-data laws, other privacy laws, and Woliba’s applicable privacy notices and authorizations.
4.4 Health & Wellness Data Consent
Woliba may require a separate Health & Wellness Data Consent and Authorization before you use functionality involving specified Restricted Health Data. That document may describe the categories collected, purposes, personalization, wellness recommendations, Screening, wearable integrations, analytics, AI-supported nonclinical functionality, and your applicable choices.
4.5 Contextual Permissions
Certain actions may require an additional affirmative choice or authorization, including connecting a wearable, saving Screening results into your persistent Woliba account, sharing selected information with an independent service, or directing selected information to Woliba Health.
4.6 No Automatic Woliba Health Access
Your acceptance of these Terms, use of the Woliba Platform, participation in a wellness program, or sponsorship by an employer does not automatically authorize disclosure of your User-Controlled Data or Restricted Health Data to an Affiliate, healthcare provider, pharmacy, or other independent third party.
Where a transfer requires your consent or authorization, Woliba will request it through an appropriate separate or contextual process. An authorization for one feature, purpose, data category, or recipient does not automatically authorize another. Woliba may make disclosures without additional consent where otherwise lawfully permitted or required, subject to applicable restrictions.
4.7 User-Uploaded Medical Records
If a Woliba feature permits you to upload a medical document, laboratory result, physician note, medication record, or similar information, Woliba does not become the healthcare provider that created the record, adopt or verify its clinical content merely by storing it, or become a general medical-record custodian or system of record merely because you upload it.
Do not transmit Restricted Health Data through a general support ticket, ordinary email address, or other channel Woliba has not designated for such information. Woliba may contain, relocate, restrict, quarantine, preserve, or delete improperly submitted sensitive information as appropriate.
5. WELLNESS CONTENT, ASSESSMENTS, AND RECOMMENDATIONS
5.1 General Wellness Purpose
Woliba may provide wellness articles, videos, educational materials, challenges, assessments, wellness scores, health-oriented questionnaires, personalized content, preventive-wellness information, and general lifestyle recommendations. These Services are intended for general wellness, educational, informational, engagement, and nonclinical purposes.
5.2 Not Medical Advice
Woliba wellness content and ordinary Woliba functionality do not constitute diagnosis, medical advice, medical treatment, prescribing, dosage decisions, medical-necessity determinations, psychotherapy, a physician-patient relationship, or a substitute for professional healthcare.
5.3 Wellness Scores
Woliba may calculate wellness, participation, or engagement scores based on information you provide or your use of the Platform. Such scores are nonclinical wellness or engagement tools and are not diagnoses or medical-risk determinations.
5.4 General Preventive Recommendations
Woliba may recommend general preventive actions, such as considering physical activity, healthy eating, improved sleep, stress-management practices, routine examinations or screenings, or consultation with an appropriate professional. Such a recommendation does not mean Woliba has diagnosed a condition or determined that a treatment is medically necessary.
5.5 Accuracy of Health Information
Except for measurements Woliba directly takes as part of a Woliba-performed Screening, Woliba generally does not independently verify health information obtained from you, a wearable, a Connected Service, a healthcare provider, laboratory, Screening provider, or another source. Even direct Screening measurements may vary because of equipment, technique, physiology, timing, environment, and other factors. Do not make clinical decisions based solely on unvalidated information displayed through Woliba.
6. ARTIFICIAL INTELLIGENCE AND AUTOMATED FUNCTIONALITY
6.1 AI-Supported Features
Woliba may use artificial intelligence, automated analytics, algorithms, or similar technologies for Platform navigation, wellness-content recommendations, challenge recommendations, preventive-wellness education, engagement recommendations, organization of information, analytics, administrative functionality, and other nonclinical features described to you.
6.2 AI Is Not a Healthcare Provider
Woliba AI does not diagnose disease, practice medicine, prescribe medication, determine dosage, establish medical necessity, provide psychotherapy, or replace professional clinical judgment.
6.3 Information Used by AI
AI-supported functionality may use information you provide or information generated through the Services as described in the Privacy Policy, applicable Health & Wellness Data Consent, and other service-specific disclosures.
6.4 Model Improvement
Woliba may use Aggregate Data or lawfully De-identified Data to develop, evaluate, secure, and improve its Services, analytics, and AI functionality as permitted by Applicable Law.
Woliba will not authorize an external AI provider to use your identifiable Restricted Health Data to train that provider’s generalized AI models unless the use is lawfully authorized, applicable notice and consent requirements have been satisfied, and appropriate contractual protections are in place. Use of identifiable information for other AI-supported features remains subject to the applicable privacy disclosures, permissions, and legal requirements. Woliba’s AI-supported wellness features are not intended to provide independent medical diagnosis, prescribing, treatment, or other licensed clinical services.
6.5 AI Limitations
AI-generated and automated recommendations may be incomplete, inaccurate, outdated, or inappropriate for your circumstances. Do not rely on Woliba AI or automated wellness information as a substitute for professional medical care or emergency assistance.
7. WOLIBA WELLNESS SUPPORT
Woliba may provide nonclinical wellness resources, educational support, program administration, implementation assistance, general wellness programming, and similar support. Unless expressly identified in a separate agreement, such services do not constitute medical, psychological, clinical, legal, tax, actuarial, fiduciary, insurance-brokerage, or other licensed professional services.
Individualized Health Coaching offered under an Affiliate, healthcare provider, coach, employer, or other third party service architecture is not governed by these Terms.
8. SCREENING SERVICES
8.1 Woliba-Performed Screenings
Woliba may offer nonclinical wellness or biometric Screening Services involving measurements such as height, weight, BMI, body-fat percentage, waist or body measurements, blood pressure, resting heart rate, VO2 max, mobility, flexibility, strength, fitness, functional-wellness measurements, and other identified noninvasive wellness measurements.
8.2 Separate Screening Consent
Before participating, Woliba may require a Participant Screening Consent & Release. That document governs specific measurements, risks, privacy terms, safety information, participant responsibilities, and any limited assumption-of-risk or release provisions applicable to the Screening.
8.3 Nonclinical and Non-Diagnostic
Ordinary Woliba Screening Services are general wellness services. They are not medical examinations, diagnosis, treatment, prescribing, laboratory testing, emergency services, or a substitute for professional medical care.
8.4 Results and Employer Access
Individual Screening results are intended primarily for you. Your sponsor ordinarily receives administrative information such as eligibility, attendance or completion, and Aggregate or De-identified reporting rather than individual values, unless you separately authorize disclosure or Applicable Law otherwise permits or requires it.
8.5 Saving Results to Your Account
Participation in a Screening and saving results to your persistent Woliba account are separate activities. If offered, Woliba may require a separate Screening Result Import Authorization before results are stored or used for broader individualized Platform purposes.
Your consent to participate in a Screening does not, by itself, authorize Woliba to import and maintain your results in a persistent individual account for additional purposes. Where Woliba offers persistent import, it may require a separate affirmative Screening Result Import Authorization identifying the information imported, its permitted uses, applicable retention and deletion treatment, and any additional disclosures. Importing results into your account does not automatically authorize disclosure to your employer, an Affiliate, a healthcare provider, or another third party.
8.6 Safety and Out-of-Range Results
Woliba personnel may stop a Screening, repeat a measurement, inform you of a concerning reading, recommend that you seek professional care, or contact available emergency assistance when reasonably appropriate. This does not create an ongoing duty to monitor you and does not constitute diagnosis or treatment.
8.7 Third-Party Screenings
Some Screenings may be performed by independent providers. Those providers are responsible for the services they independently furnish and may require their own consents and privacy notices. Woliba’s coordination of an event does not transfer the provider’s professional or laboratory responsibilities to Woliba.
9. WEARABLES, DEVICES, AND THIRD-PARTY INTEGRATIONS
9.1 Optional Connections
You may be able to connect Woliba with wearable devices, fitness platforms, HR or benefits systems, or other third-party applications.
9.2 Authorization
Woliba may require a Wearable & Connected Device Data Authorization or another affirmative workflow before information is imported or exported.
9.3 Third-Party Terms
Independent third-party products and services are governed by their own terms and privacy practices. Woliba is not responsible for the independent operation of a third-party device or service, but remains responsible for Woliba’s own conduct and integration obligations to the extent required by Applicable Law.
9.4 Disconnecting
Where functionality permits, you may disconnect an integration. Disconnecting generally stops future exchange and does not automatically delete information previously transferred or independently retained by the recipient.
9.5 No Automatic Affiliate or Third-Party Transfer
Connecting a wearable, fitness application, or other third-party service to Woliba does not automatically authorize Woliba to disclose information obtained through that connection to an Affiliate, healthcare provider, or other independent third party. Any subsequent disclosure will be governed by the applicable permissions, privacy notices, and Applicable Law. Disconnecting an integration generally stops future transfers but does not necessarily delete information previously transferred or lawfully retained.
10. DEPENDENTS AND MINORS
10.1 Dependents
Some Services may permit eligible dependents. Eligibility is determined by the applicable program or subscription.
10.2 Separate Accounts and Adult Dependents
Woliba may require separate dependent accounts. Adult dependents ordinarily control their own accounts and Restricted Health Data unless Applicable Law or a valid authorization provides otherwise. A primary subscriber does not automatically receive unrestricted access to an adult dependent’s Restricted Health Data.
10.3 Minors
Woliba’s standard adult Services are not intended as a default architecture for minors. If Woliba offers a Service to a minor, Woliba may require parent or guardian consent, age-specific terms, separate privacy disclosures, functionality restrictions, or other safeguards required by Applicable Law.
10.4 Parent and Guardian Access
Access to a minor’s information may vary by age, Service, information type, legal relationship, and Applicable Law. Woliba does not guarantee unrestricted parent or primary-subscriber access to all information.
11. PAYMENTS, SUBSCRIPTIONS, AND BILLING
11.1 Employer-Sponsored Services
If a sponsor pays for your Services, you generally will not be charged by Woliba for the sponsored portion unless the applicable program states otherwise. Optional Woliba Services may require separate payment.
11.2 Direct Consumer Subscriptions
If you purchase a Woliba Service directly, you agree to pay the price and applicable taxes presented at checkout or otherwise agreed.
11.3 Recurring Billing and Automatic Renewal
If you purchase a recurring direct-consumer subscription, the subscription will automatically renew for the renewal period disclosed to you at enrollment unless you cancel before the applicable renewal date. Before you consent to purchase, Woliba will clearly and conspicuously disclose, as applicable: (a) that the subscription automatically renews or continues until canceled; (b) the amount and frequency of recurring charges, including any amount that changes after a trial or promotional period; (c) the length of the renewal term; (d) the minimum purchase obligation, if any; (e) how and when you may cancel; and (f) any other material automatic-renewal terms required by Applicable Law. Woliba will obtain your affirmative consent to the automatic-renewal or continuous-service terms before charging you.
After enrollment, Woliba will provide an acknowledgment in a form you can retain that includes the material renewal terms, cancellation policy, and information explaining how to cancel. Where required by Applicable Law, Woliba will provide renewal or price-change reminders within the required time and manner.
You may cancel a direct-consumer recurring subscription using the cancellation method presented at enrollment or in your account or subscription-management interface. If you enrolled online, Woliba will provide an online cancellation method as required by Applicable Law. Cancellation stops future renewal charges but does not retroactively cancel charges already properly incurred, except where Applicable Law or the applicable refund terms provide otherwise. Woliba will not impose a cancellation method that is materially more difficult than the method used to enroll where Applicable Law prohibits doing so.
The checkout or enrollment screen may contain additional subscription-specific terms, including price, billing frequency, trial or promotional period, renewal term, cancellation deadline, and cancellation method. Those transaction-specific disclosures form part of your subscription terms. If they conflict with this Section concerning a transaction-specific commercial term, the more specific disclosure presented to you at enrollment controls, subject to Applicable Law.
11.4 Payment Processors
Woliba may use third-party payment processors. Those processors may store payment credentials according to their terms and applicable payment requirements.
11.5 Refunds
Refund eligibility depends on the Woliba Service, whether it has been rendered or used, subscription terms, the refund policy presented at purchase, and Applicable Law.
12. REWARDS, INCENTIVES, AND CHALLENGES
12.1 Sponsor Programs
A sponsor may offer points, rewards, prizes, incentives, gift cards, or other benefits based on participation or performance in a Woliba program.
12.2 Sponsor Responsibility
The sponsor generally determines eligibility, program rules, incentive amounts, reward criteria, tax treatment, and employment or benefit consequences, subject to Applicable Law. Woliba’s ability to configure or administer an incentive does not constitute legal, tax, benefits, employment, or regulatory advice.
12.3 Protected Information
A sponsor may not use Woliba to require unlawful disclosure of protected health, disability, genetic, or other protected information. Woliba may restrict or refuse configurations that it reasonably believes create legal, privacy, security, or re-identification risk.
12.4 Third-Party Rewards
Third-party gift cards, products, or rewards may be subject to separate terms, availability, expiration, and provider conditions.
13. THIRD-PARTY SERVICES GENERALLY
The Woliba Platform may integrate with or link to independent third-party services, including device platforms, Screening providers, payment processors, content providers, or other services. A third party is responsible for its independent services, personnel, systems, records, professional judgment, licenses, and legal obligations.
Woliba does not become responsible for an independent third party’s professional or regulated conduct merely because Woliba links to, integrates with, coordinates, or provides technical access to the third party. This does not eliminate responsibility for Woliba’s own independently actionable conduct to the extent Applicable Law does not permit such responsibility to be excluded.
Clinical, pharmacy, laboratory, individualized Health Coaching, Medication Access, health-plan/Center of Excellence, and similar Affiliate, healthcare provider, coach, employer, or other third party services are outside the Services governed by these Terms even if the Woliba Platform provides a technical access path.
14. EMERGENCIES
The Woliba Platform, wellness content, Screening functionality, AI-supported features, and ordinary Woliba support are not emergency medical services and are not continuously monitored for emergency conditions.
If you believe you are experiencing a medical emergency, call 911 or the emergency number applicable to your location or seek immediate professional medical care. Do not rely on Woliba messaging, wellness recommendations, Screening functionality, AI, or ordinary support for emergency response.
15. USER CONTENT
15.1 Your Content
“User Content” means text, comments, images, documents, messages, survey responses, challenge information, or other content you submit through the Services, excluding personal information to the extent separately governed by privacy law and Woliba privacy documentation.
15.2 Your Responsibility
You represent that you have the rights reasonably necessary to submit User Content and that your submission does not unlawfully infringe another person’s rights.
15.3 Operational License
You grant Woliba a nonexclusive license to host, store, reproduce, transmit, display, process, and otherwise use User Content as reasonably necessary to provide and secure the Services, carry out your instructions, maintain the Platform, perform permitted analytics, and exercise rights described in these Terms and the Privacy Policy. This license does not transfer ownership of your underlying personal information to Woliba.
16. ACCEPTABLE USE
You may not:
use another person’s account without authorization;
gain unauthorized access to systems or data;
interfere with the security or operation of the Platform;
introduce malware or malicious code;
scrape or systematically extract data without authorization;
reverse engineer the Platform except where Applicable Law prohibits the restriction;
harass, threaten, or abuse another User or Woliba personnel;
submit unlawful content;
impersonate another person;
use the Platform for fraud;
misuse health or other sensitive information concerning another person;
attempt to identify individuals from Aggregate or De-identified Data;
use Woliba Services to provide unauthorized clinical or regulated services;
circumvent privacy, access, suppression, or security controls;
use the Services in violation of Applicable Law; or
use Woliba intellectual property to build a competing service without authorization.
Woliba may suspend or terminate access for material violations, security threats, unlawful activity, or other grounds described in these Terms.
17. INTELLECTUAL PROPERTY
17.1 Woliba Property
Woliba and its licensors own the Woliba Platform and associated software, designs, interfaces, trademarks, content, technology, algorithms, documentation, methodologies, and intellectual property.
17.2 Limited User License
Subject to these Terms, Woliba grants you a limited, personal, nonexclusive, nontransferable, revocable right to access and use the Services for their intended purpose.
17.3 Restrictions
You may not sell, sublicense, reproduce, commercially exploit, modify, or create unauthorized derivative works from Woliba technology or proprietary content except as expressly permitted by Woliba or Applicable Law.
18. FEEDBACK
If you voluntarily provide suggestions, ideas, comments, or feedback concerning Woliba, you grant Woliba the right to use that feedback without restriction or compensation, provided Woliba does not publicly identify you as the source without permission.
19. PRIVACY
Woliba’s Privacy Policy describes Woliba’s general information practices. Additional privacy documents may apply, including the Woliba Consumer Health Data Privacy Notice, Health & Wellness Data Consent and Authorization, Participant Screening Consent & Release, Screening Result Import Authorization, Wearable & Connected Device Data Authorization, and other service-specific notices or permissions.
If a legally required specific authorization or consent governs a particular collection, use, or disclosure, Woliba will follow that document and Applicable Law for the activity within its scope.
A separate Affiliate or independent third party may maintain its own privacy policy, consent forms, or other documentation for services it independently provides. Woliba’s Privacy Policy and your acceptance of these Terms do not automatically authorize that entity to access information maintained by Woliba. Where Woliba acts as an independent Controller of your Personal Data, Woliba is responsible for responding to applicable privacy requests concerning that Processing. Where Woliba processes information on behalf of a sponsoring organization, the organization may be responsible for certain privacy requests, and Woliba may direct you to that organization as appropriate.
20. DATA ACCESS, EXPORT, AND DELETION
20.1 Account Controls
Depending on the Service and Applicable Law, Woliba may provide functionality allowing you to access, edit, export, or delete eligible information; disconnect integrations; withdraw certain future permissions; or request deletion of eligible account information.
20.2 Limits on Deletion
Woliba may retain information where reasonably necessary or legally permitted for legal obligations, security, fraud prevention, dispute resolution, payment and accounting records, contractual obligations, consent or authorization evidence, backups, HIPAA or other regulated documentation, Legal Holds, or other lawful purposes.
20.3 Third-Party and Affiliate Records
Deleting information from Woliba does not necessarily delete information independently maintained by your employer, a Connected Service, Screening provider, healthcare provider, payment processor, or other third party. You may need to contact that entity directly.
20.4 No Indefinite Retention Promise
Woliba does not promise to retain all information indefinitely merely because it can technically remain in a system. Retention varies by information category, purpose, legal role, account status, and Applicable Law.
20.5 Data Retention Following Sponsor Termination.
The expiration or termination of a sponsoring organization’s agreement with Woliba does not automatically require Woliba to disclose, transfer, or delete User-Controlled Data maintained through Woliba’s independent relationship with you. Woliba may retain or delete such information according to the applicable Service, your privacy choices, Woliba’s retention practices, and Applicable Law. Continued account access or retention of any particular information is not guaranteed unless expressly required by law or an applicable agreement.
21. SERVICE AVAILABILITY AND CHANGES
Woliba may change, add, improve, replace, suspend, or discontinue functionality. Services may be affected by technology, legal restrictions, geographic availability, security requirements, integrations, sponsor decisions, vendor availability, or other operational circumstances.
For paid direct-consumer Services, material changes affecting purchased Services will be handled in accordance with the applicable purchase terms and Applicable Law.
22. SUSPENSION AND TERMINATION
22.1 Suspension
Woliba may suspend or restrict access where reasonably necessary because of security concerns, suspected fraud, unlawful activity, material misuse, nonpayment, threats to others, sponsor eligibility changes, legal requirements, or material breach of these Terms.
22.2 Termination
Woliba may terminate an account or Service for material breach, loss of eligibility, nonpayment where applicable, or where continued provision is unlawful or materially impracticable.
22.3 Effect
Upon termination, your right to use the terminated Service ends; outstanding payment obligations remain due; applicable data-retention, privacy, confidentiality, intellectual-property, limitation-of-liability, and dispute provisions continue according to their terms; and you may retain independent rights against third parties concerning services they independently furnished.
22.4 Improperly Submitted Sensitive Information
Woliba may restrict, quarantine, relocate, preserve, or delete Restricted Health Data or PHI submitted through a feature, support channel, communication method, or integration not authorized for that information, where reasonably necessary to protect privacy, security, or comply with Applicable Law. Woliba will take account of applicable preservation, retention, and notification obligations when doing so.
23. IMPORTANT HEALTH AND SERVICE DISCLAIMERS
23.1 No General Medical Relationship
Your use of Woliba Services governed by these Terms does not create a physician-patient, psychotherapist-patient, pharmacist-patient, or other clinical relationship between you and Woliba.
23.2 No Guaranteed Outcome
Woliba does not guarantee health improvement, prevention of disease, weight loss, fitness improvement, reduced healthcare costs, lower claims, employee engagement, participation, productivity, or another particular result.
23.3 Information May Not Fit Your Circumstances
General wellness information, Screening results, assessments, scores, and automated recommendations may not be appropriate for every person. Your circumstances may require evaluation or advice from an appropriate professional.
23.4 Screening Limitations
A normal Screening result does not establish that you are free of disease or another medical condition, and an abnormal result does not establish a diagnosis. Screening measurements can vary and should not be used as a substitute for appropriate professional evaluation.
24. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR WARRANTIES EXPRESSLY REQUIRED BY LAW OR EXPRESSLY STATED BY WOLIBA IN WRITING, WOLIBA DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WOLIBA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ALL DEFECTS WILL BE CORRECTED; THAT ANY INFORMATION, SCORE, MEASUREMENT, RECOMMENDATION, OR CONTENT WILL BE COMPLETE OR SUITABLE FOR YOUR CIRCUMSTANCES; THAT A PARTICULAR INTEGRATION OR THIRD-PARTY SERVICE WILL REMAIN AVAILABLE; OR THAT A PARTICULAR WELLNESS, ENGAGEMENT, OR OTHER RESULT WILL OCCUR.
Some jurisdictions do not permit certain warranty exclusions. Those exclusions apply only to the extent permitted by Applicable Law.
25. THIRD-PARTY CONDUCT
To the maximum extent permitted by law, Woliba is not responsible for independent acts or omissions of a third party, including an independent Screening provider, Connected Service, payment processor, content provider, or other independent provider. This limitation does not eliminate responsibility for Woliba’s own independently actionable conduct to the extent Applicable Law does not permit such responsibility to be excluded.
26. LIMITATION OF LIABILITY
26.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOLIBA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
26.2 Consumer Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOLIBA’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PERSONALLY PAID TO WOLIBA FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).
26.3 Employer-Sponsored Users
If you personally paid no amount for an employer-sponsored Service, the $100 amount in Section 26.2 applies unless Applicable Law requires a different result.
26.4 Nonwaivable Rights
Nothing in these Terms excludes or limits liability, statutory damages, remedies, or other rights to the extent Applicable Law does not permit Woliba to exclude, limit, or waive them. The liability cap in Section 26.2 applies only to the maximum extent permitted by Applicable Law.
26.5 Essential Purpose
These limitations apply regardless of the form of claim and notwithstanding failure of essential purpose of any limited remedy.
27. USER INDEMNIFICATION
To the extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless Woliba, its Affiliates, and their respective officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from your material violation of these Terms, unlawful use of the Services, infringement of another person’s intellectual-property rights, unauthorized access to another person’s information, User Content submitted in violation of another person’s rights, or your fraud or intentional misconduct.
This Section does not require you to indemnify Woliba for Woliba’s own wrongful conduct.
28. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO GO TO COURT.
28.1 Informal Resolution First
Before commencing arbitration, the party asserting a dispute must provide written notice describing the claimant, nature of the dispute, relevant facts, relief requested, and sufficient information to permit meaningful evaluation. The parties will have at least thirty (30) days after receipt of a complete notice to attempt good-faith informal resolution unless immediate injunctive relief is reasonably necessary.
28.2 Binding Individual Arbitration
Except for claims excluded below, any dispute, claim, or controversy arising out of or relating to these Terms, your relationship with Woliba, or the Services will be resolved by individual binding arbitration administered by the American Arbitration Association (AAA) under the AAA Consumer Arbitration Rules then in effect.
28.3 Location and Format
Unless the parties agree otherwise or applicable arbitration rules require another arrangement, arbitration may occur by video, telephone, written submissions, or at a reasonably convenient location consistent with the applicable AAA Consumer Arbitration Rules.
28.4 Arbitrator Authority
The arbitrator may award any individual remedy available under Applicable Law that is not lawfully excluded by these Terms. The arbitrator may determine disputes concerning interpretation, applicability, or enforceability of these Terms, subject to any issue Applicable Law requires a court to decide.
28.5 Small Claims
Either party may bring an eligible individual claim in small claims court instead of arbitration.
28.6 Intellectual Property and Security Relief
Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent unauthorized access, misuse of confidential information, infringement or misappropriation of intellectual property, or immediate security threats without waiving arbitration of the underlying dispute.
28.7 CLASS ACTION WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WOLIBA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not combine claims of multiple persons except to the extent Applicable Law or binding arbitration rules prohibit enforcement of this restriction.
28.8 Arbitration Opt-Out
You may opt out of the arbitration agreement by sending Woliba written notice within thirty (30) days after you first accept these Terms. The notice must include your full name, email address associated with your account, a clear statement that you are opting out of arbitration, and your signature or other reasonable authentication. Opting out does not affect the remaining Terms.
28.9 Arbitration Costs
Arbitration fees will be allocated according to the applicable AAA Consumer Arbitration Rules and Applicable Law. Woliba will not require you to bear arbitration costs that Applicable Law requires Woliba to pay.
29. GOVERNING LAW
Except to the extent federal law or mandatory law of your state of residence governs, these Terms are governed by Georgia law without regard to conflict-of-laws principles. Nothing in this Section deprives you of nonwaivable consumer protections applicable in your state of residence.
30. CHANGES TO THESE TERMS
Woliba may revise these Terms to reflect changes in Services, law, technology, privacy or security practices, or legitimate business operations. Woliba will provide notice of material changes as required by Applicable Law and may require affirmative acceptance where legally required.
Changes will not retroactively alter rights concerning a dispute that arose before the effective date where Applicable Law prohibits doing so. A new use of sensitive information requiring consent or authorization will be addressed through the legally required mechanism rather than solely through an amendment to these Terms.
Changes to these Terms govern your individual relationship with Woliba and do not, by themselves, amend the negotiated commercial terms of an agreement between Woliba and your employer or sponsoring organization. Woliba may maintain version records and evidence of your acceptance. Where a new or materially different Processing activity requires separate consent or authorization under Applicable Law, continued use of the Services or acceptance of revised Terms will not substitute for that required permission.
31. COMMUNICATIONS AND ELECTRONIC TRANSACTIONS
31.1 Electronic Communications
You agree that Woliba may provide notices, agreements, disclosures, receipts, account communications, and other documents electronically to the extent permitted by law.
31.2 Service Communications
Woliba may send service-related communications concerning account activity, appointments or Screening events, security, eligibility, transactions, rewards, requested reminders, and important Service changes.
31.3 Marketing Communications
Marketing communications are governed by Applicable Law and your available preferences. Opting out of marketing does not necessarily stop essential transactional, security, or account communications.
32. APP STORES AND MOBILE APPLICATIONS
If you download a Woliba application through an app store or mobile platform, additional terms imposed by that platform may apply. The platform provider is not responsible for Woliba Services except to the extent required by its terms or Applicable Law.
33. ASSIGNMENT
You may not assign your personal account or rights under these Terms to another person without Woliba’s consent. Woliba may assign these Terms in connection with a merger, acquisition, reorganization, change of control, sale of assets, or transfer of the applicable Woliba business or product line, subject to Applicable Law and privacy obligations.
34. FORCE MAJEURE
Woliba is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, telecommunications or utility failure, cloud-service disruption, third-party cyberattack, labor disruption, or similar events, except to the extent Applicable Law requires otherwise.
35. NO WAIVER
Failure to enforce a provision of these Terms does not waive Woliba’s right to enforce it later.
36. SEVERABILITY
If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions remain effective. If a portion of the arbitration or class-action waiver provisions is unenforceable, the consequences will be determined under Applicable Law and applicable arbitration rules.
37. NO THIRD-PARTY BENEFICIARIES
Except where these Terms expressly provide otherwise or Applicable Law requires otherwise, these Terms do not create third-party beneficiary rights.
38. ENTIRE AGREEMENT
These Terms, together with Woliba documents expressly applicable to your particular Woliba Service, constitute the agreement between you and Woliba concerning your individual use of the Services.
Applicable Woliba documents may include the Privacy Policy, Consumer Health Data Privacy Notice, Health & Wellness Data Consent and Authorization, Participant Screening Consent & Release, Screening Result Import Authorization, Wearable & Connected Device Data Authorization, direct-consumer subscription or automatic-renewal terms, and other Woliba, Inc. documents expressly presented as governing a Service.
An independent third party’s terms govern its respective services and do not modify Woliba’s obligations unless Woliba expressly agrees otherwise.
39. ORDER OF APPLICATION OF USER DOCUMENTS
If Woliba documents directly conflict concerning your individual use of a Woliba Service, the more specific document controls to the extent of the conflict for the activity within its scope, subject to Applicable Law. In general:
a legally required specific authorization or consent controls the activity it expressly authorizes;
a Service-specific Woliba consent or program term controls the particular Woliba Service or data flow;
these Terms govern your general contractual relationship with Woliba; and
the Privacy Policy describes Woliba’s general information practices.
Nothing in this Section permits a contract document to override a nonwaivable privacy, health, employment, or consumer right.
An agreement between Woliba and a sponsoring organization, including its Master Agreement, Order Form, Data Processing Addendum, or Business Associate Agreement, governs the rights and obligations of the parties to that agreement and does not, merely by its existence, grant the sponsoring organization access to your User-Controlled Data or override an individual consent or authorization required by Applicable Law. These Terms and applicable User-facing documents govern your direct relationship with Woliba, subject to any mandatory legal requirements and the particular data-processing role involved.
40. CONTACT INFORMATION
Questions concerning these Terms or Woliba Services may be directed to:
Woliba, Inc.
3280 Peachtree Road NE
Atlanta, Georgia 30305
Terms/Legal Inquiries: Support@woliba.io
Support Email: Support@woliba.io
Privacy inquiries should be directed to the contact identified in Woliba’s Privacy Policy. Clinical questions concerning an independent provider service should be directed to the entity or provider responsible for that service. Emergency medical concerns should be directed to appropriate emergency services.
41. ACKNOWLEDGEMENT
By creating a Woliba account, clicking to accept these Terms, purchasing a Woliba Service, or using a Service after being presented with these Terms, you acknowledge that:
you have read and agree to these Terms;
Woliba, Inc. provides the Woliba Services governed by these Terms;
Services independently provided by an Affiliate or third party are governed by that entity’s applicable agreements and privacy documentation and are not included in these Terms merely because they are accessible through the Woliba Platform;
Your acceptance of these Terms does not, by itself, constitute consent to collect, import, share, or otherwise Process Restricted Health Data where a separate consent or authorization is required by Applicable Law.
ordinary Woliba wellness, Screening, AI, and engagement functionality is nonclinical and is not a substitute for professional medical care;
your employer or sponsoring organization may receive certain engagement, participation, administrative, and other identified sponsor-visible information but does not thereby receive unrestricted access to User-controlled Restricted Health Data;
specific health-data functions, Screenings, wearable connections, and cross-entity transfers may require additional consents or authorizations;
paid subscriptions may involve recurring charges as disclosed before purchase; and
these Terms contain an arbitration agreement and class-action waiver, subject to the opt-out right described above.
