Governing Law & Disputes

1 Governing Law

All terms, conditions, agreements, and relationships between VitaWell Health & Wellness ("VitaWell," "we," "our," or "us") and our clients, users, and service recipients ("Client," "you," or "your") shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles.

In the event that any provision of applicable law precludes the enforcement of California law, then the laws of the jurisdiction in which the Client primarily resides shall govern, provided that such jurisdiction does not conflict with applicable federal law.

Applicable State and Federal Regulations

VitaWell operates in compliance with all applicable state and federal laws, including but not limited to:

• The Health Insurance Portability and Accountability Act (HIPAA)
• The Americans with Disabilities Act (ADA)
• The Federal Trade Commission Act (FTC Act)
• California Consumer Privacy Act (CCPA) and California Consumer Privacy Rights Act (CPRA)
• California Health and Safety Code provisions related to wellness services
• Applicable state licensing requirements for health and wellness practitioners

2 Dispute Resolution

At VitaWell, we are committed to maintaining a positive relationship with all of our clients and resolving any concerns or disputes in an amicable and efficient manner. In the event of a dispute, the following multi-tiered resolution process shall apply:

2.1 Informal Resolution

Before initiating any formal dispute resolution process, the Client agrees to first attempt to resolve the matter informally by contacting VitaWell's Client Relations team. We will make commercially reasonable efforts to resolve any complaint or dispute within thirty (30) calendar days of receiving written notice of the dispute.

2.2 Escalation Process

If the informal resolution process does not resolve the dispute to your satisfaction, the matter may be escalated according to the following procedure:

1. Level 1 — Client Relations Manager: Your complaint will be reviewed by a designated Client Relations Manager who will investigate the matter and propose a resolution within fifteen (15) business days.
2. Level 2 — Executive Review: If Level 1 is unsuccessful, the matter will be escalated to VitaWell's senior management team for further review and resolution attempts within an additional fifteen (15) business days.
3. Level 3 — Formal Dispute Resolution: If the dispute remains unresolved after both levels of internal review, the matter may proceed to formal dispute resolution as outlined in Sections 3 and 4 below.

3 Mediation Process

As a prerequisite to any binding dispute resolution, both parties agree to attempt to resolve the dispute through non-binding mediation before pursuing arbitration or litigation.

3.1 Initiation of Mediation

Either party may initiate mediation by providing written notice to the other party via certified mail or electronic communication to VitaWell's legal department at legal@vitawell.com. The notice shall include a concise description of the nature and basis of the claim and the specific relief sought.

3.2 Selection of Mediator

The parties shall jointly select a qualified, neutral mediator within thirty (30) days of the initiation of mediation. If the parties cannot agree on a mediator within this timeframe, either party may request the appointment of a mediator through the American Arbitration Association (AAA) or an equivalent alternative dispute resolution organization.

3.3 Mediation Procedures

• Mediation shall be conducted in a mutually agreed-upon location within California, or via video conference if both parties consent.
• The mediation session(s) shall be completed within sixty (60) days of the selection of the mediator, unless both parties agree to an extension.
• The costs of the mediator shall be shared equally by both parties, and each party shall bear its own legal and preparation costs.
• All communications made during mediation shall be considered confidential and non-discoverable in any subsequent proceedings.
• The mediator shall not have the authority to impose a binding decision on either party.

4 Binding Arbitration

If mediation does not resolve the dispute, any remaining争议 shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

4.1 Scope of Arbitration

The arbitration shall cover all claims, disputes, or controversies arising out of or relating to:

• The provision of wellness services by VitaWell
• The interpretation, validity, or enforcement of any agreement between the Client and VitaWell
• Breach of contract claims
• Claims for professional negligence or malpractice related to wellness services
• Any other claims not specifically excluded from arbitration

4.2 Exceptions to Arbitration

Notwithstanding the foregoing, the following claims shall not be subject to binding arbitration and may be pursued in a court of competent jurisdiction:

• Claims involving personal injury resulting from gross negligence or willful misconduct
• Claims for injunctive or equitable relief related to intellectual property rights
• Claims brought by governmental agencies in the exercise of their regulatory or enforcement authority
• Small claims court actions, where available and permitted by law

4.3 Arbitration Procedures

5 Jurisdiction and Venue

For any claims that are not subject to binding arbitration (as described in Section 4.2), or for actions seeking injunctive relief, the parties agree that the exclusive jurisdiction and venue shall be the state and federal courts located in San Francisco County, California.

5.1 Consent to Jurisdiction

By engaging VitaWell's services or using our website, the Client consents to the personal jurisdiction of the courts located in San Francisco County, California, for any non-arbitrated claims. VitaWell also submits to the personal jurisdiction of such courts.

5.2 Service of Process

Service of legal process, including but not limited to complaints, subpoenas, and other legal documents, may be made upon VitaWell at its principal place of business:

5.3 Forum Selection

This jurisdiction and venue provision is intended to provide certainty and convenience for both parties. Neither party shall object to venue in San Francisco County, California, on the grounds of inconvenient forum (forum non conveniens).

6 Limitation of Claims and Remedies

6.1 Limitation of Liability

To the maximum extent permitted by applicable law, VitaWell's total aggregate liability to the Client for any and all claims arising out of or related to the wellness services shall not exceed the total amount paid by the Client to VitaWell for the services giving rise to the claim during the twelve (12) months preceding the claim.

6.2 Exclusion of Certain Damages

In no event shall VitaWell be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or use of services
• Personal discomfort or emotional distress (except where such damages are specifically recoverable by law)
• Any other damages arising from the use or inability to use VitaWell services

6.3 Statute of Limitations

Any claim or cause of action arising out of or related to VitaWell's services must be brought within the time limits prescribed by applicable law. In no event shall a claim be brought later than two (2) years from the date on which the claim arose or should have reasonably been discovered, regardless of any longer period that may be available under applicable law.

7 Severability

If any provision of this Governing Law & Disputes policy, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

The parties agree that if any provision is found to be invalid or unenforceable, the tribunal shall modify the provision to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

7.1 Amendment

VitaWell reserves the right to modify or update this Governing Law & Disputes policy at any time. Any changes shall be effective upon posting to our website. The "Last Updated" date at the top of this page will reflect the most recent revision. Clients are encouraged to review this page periodically for any updates.

7.2 Entire Agreement

This Governing Law & Disputes policy, together with VitaWell's Terms of Service, Privacy Policy, and any specific service agreements signed by the Client, constitutes the entire agreement between the parties regarding the legal framework and dispute resolution procedures for VitaWell's wellness services.

7.3 No Waiver

No failure or delay by VitaWell in exercising any right or remedy under this policy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further exercise of such or any other right or remedy.

8 Contact — Legal Department

If you have any questions, concerns, or require clarification regarding this Governing Law & Disputes policy, or if you wish to initiate the dispute resolution process, please contact VitaWell's Legal Department using the information below.