Terms of Service
Dated: April 10, 2023
Welcome to Liminal
Your access to and use of Our mobile application (“Application”) and any communications service, or other interactive service that may be available to you on or through the Application, and together with all associated services that We may make available to you (collectively the “Services”) is subject to these Terms of Service (the “Terms” or the “Agreement”) between you and We Quilt, Inc., dba Liminal (“Us”, “We, or “Our”).
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Services. We may change the Terms or suspend Services at any time without notice to you. By using our Services, you agree to the Terms, including any modifications we make. If you object to any such modifications, your sole recourse shall be to cease using the Services. Continued use of the Services following any such modifications indicates you acknowledge and agree to be bound by the modifications.
Who May Use the Services?
You must be at least 18 years old to use the Services. By using the Services you represent that you are at least 18 years old.
Your Use of Our Services
What we do! (and don’t do)
The Services provide a marketplace to help seekers find and work with wellness guides.
As the provider of the Application, We do not manage, or otherwise control any teachings provided by the guides featured on the Application or interactions between seekers and guides through the Application, nor do We perform any background checks on any users (including guides).
We do not endorse the beliefs of or practices of any guides or the User Content that they make available on the Application. Our sole role is to provide a marketplace and communication platform, subject to the Terms, where users can interact and contract directly with each other. Guides are solely responsible for their User Content.
Any language on the Application that a guide has been “verified” or similar language means that the guide has completed a verification process to confirm their identity and experience as a wellness guide. Such verification process is not a certification or a guarantee by Us regarding any guide, including (but not limited to), whether such guide’s identity and background set forth in their profile is true, complete and up-to-date nor whether such guide is of good, reliable or trustworthy character. You should always exercise due care when deciding to enter into an interaction with another user.
Not Medical Advice
Please be aware that guides featured on the Application do not provide any type of psychotherapy, mental health services, or other professional advice, nor do they diagnose, treat, cure or prevent any disease. You agree that any User Content you obtain through the Application is strictly for educational and entertainment purposes only. Guides are not licensed as medical or mental health professionals or physicians or counselors. We encourage you to consult with your physician or health care practitioner or mental health provider to address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition before accessing any of the User Content posted by guides on the Application.
License and Permitted Use
We are granting you a limited, personal, non-exclusive and non-transferable license to use the Services for individual, consumer purposes. Your right to use the Services is conditioned on your compliance with these Terms. You have no other rights in the Services and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Services in any manner. If you breach these Terms this license will terminate.
When you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
You may not
- copy, modify or create derivative works based on the Services, or any portion(s) of the Services;
- distribute, transmit, publish or otherwise disseminate the Services;
- transfer to any third party any of your rights under this Agreement;
- access or use the Services for the benefit of any third party;
- attempt to access or derive the source code or architecture of the Services;
- attempt to breach any security or authentication feature or measures of the Services;
- interfere or attempt to interfere with Services to any user, or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Applicatio;
- transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to use under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
- violate any applicable law or regulations in connection with your use of the Services;
- use any data mining, robots, or similar data gathering or extraction methods in connection with the Services through any means other than through the interface that is provided by Us for use in accessing the Services;
- attempt to gain unauthorized access to any portion of the Services or any other accounts, or networks connected to the Services, whether through hacking, password mining, or any other means;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
- permit any third party to do any of the foregoing.
Certain uses of the Services, such as offering your services and content as a guide on Our application, may be subject to additional limitations, restrictions, terms and/or conditions specific to such use (“Additional Terms”) set forth in a separate agreement between you and Us. In such cases, the applicable Additional Terms will be made available to you and your access to and use of the Services will be contingent upon your acceptance of and compliance with such Additional Terms.
Third Party Components, Services and Links
Registering an Account
To access the Services you must register an account with us. You agree to provide Us with accurate and complete registration information and to promptly notify Us in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs and passwords used in connection with the Services and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Us if there is any reason to believe that a user ID or password for the Services has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way.
To gain access to teachings and other offerings from the guides featured on Our Application, you will pay for their content or services in credits. These credits can be purchased through the Application (“Credits”). Each Credit and the associated rights and privileges provided to each user are personal and non-transferable. All payments to purchase Credits through the Application and use of the Credits to pay for content or services offered by a guide are non-refundable.
You may purchase Credits via our third-party payment processor by credit card, debit card or any other payment method specified at the time of purchase. Upon processing your Credit purchase you will see the Credit balance in your account.
We reserve the right to revise our fees, including by increasing or adding new fees, at any time on thirty (30) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on Our Application or by any other manner chosen by Us in our commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Application on the day it was posted. Your use of the Services after the thirty (30) day notice period constitutes your acceptance of the new or revised fees. If you do not agree to the revised fees, you may cancel your account.
We may offer free Credits to new users or otherwise at Our discretion. Once you have used these free Credits you will need to purchase Credits to access content or services from guides featured on the Application.
Payments and No Refund Policy
You agree to pay all applicable fees related to your account and Credit purchases. We may suspend or terminate your account and/or access to the Services if your payment is late and/or your offered payment method (e.g. credit card or debit card) cannot be processed. By providing a payment method, you expressly authorize Us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your utilized Services.
We understand that you might cancel your account, but please know that We will not provide any refund(s) and you will be responsible for paying any balance due on the account. To make things less complicated, you agree that We may charge any unpaid fees to your provided payment method and/or send you a bill for such unpaid fees.
Consent to receive email
We may send you transactional messages related to our Services. We may send marketing communications to users and you may unsubscribe from any such communications at any time by clicking the “unsubscribe” link found within Our emails or by emailing us at Liminal@wequilt.com. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.
You shall indemnify, release and hold harmless Us and Our parents, subsidiaries, affiliates, licensors and service providers, and each of Our respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to and/or use of the Application and/or the Services, violation of these Terms, your breach of any laws, regulations or third-party rights or infringement of any intellectual property or other right of any person or entity.
WE AND OUR SERVICE PROVIDERS AND LICENSORS PROVIDE THE APPLICATION AND SERVICES ON AN “AS IS” AND “AS PROVIDED” BASIS, WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AVAILABILITY OF THE APPLICATION OR SERVICES. WE MAKE NO REPRESENTATION THAT THE APPLICATION AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR, BUG OR VIRUS FREE AND SHALL NOT BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES, ACCESS DELAYS, ANY INTERRUPTION AND/OR DATA DELIVERY, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, OR EVENTS BEYOND OUR REASONABLE CONTROL.
Your use of the Services is at your own risk. Except as expressly otherwise set forth in these Terms, We are not responsible or liable for the conduct of, or your interactions with, any other user (including guides) and whether online or offline or for any associated loss, damage, injury, or harm. USE OF APPLICATION THAT IS INCONSISTENT WITH YOUR OBLIGATIONS UNDER THIS AGREEMENT SHALL RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND MAY ALSO RESULT IN LEGAL ACTION.
Limitation of liability
WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF YOUR USE OF THIS APPLICATION OR ANY SERVICES PROVIDED, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS ($100).
CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTY DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
"Liminal” is a trademark that belongs to Us. Other trademarks, names and logos on the Services are the property of their respective owners.
Unless otherwise specified in these Terms, all materials, including the arrangement of them on the Application are Our sole property. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
For purposes of this Agreement: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and metrics, information or other materials that are posted, generated, provided or otherwise made available through and to the Application or Services; and (ii) “User Content” means any Content that users (including guides) provide to be made available through and to the Application or Services. Content includes without limitation User Content.
We do not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, We and Our licensors exclusively own all right, title and interest in and to the Application and Services and Content, and all underlying software, technology and processes and any enhancements or modifications thereto, including all associated intellectual property rights therein. You acknowledge that the Application, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, services mark or other proprietary rights notices incorporated in or accompanying the Application, Services or Content.
Rights in User Content Granted by You
By making any User Content available through the Application or Services you hereby grant to Us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating, providing and improving Our Services and Our business.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant Us the license rights in your User Content under this Agreement. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Application or Services, nor any use of your User Content by Us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Rights in Content Granted by Us
Subject to your compliance with this Agreement, We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to view and display the Content solely in connection with your permitted use of the Services.
You will not post, upload, stream, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; or (v) promotes illegal or harmful activities or substances. We may remove and disable access to any User Content that is in violation of applicable law, these Terms or otherwise may be harmful or objectionable to Us, our users, or third parties.
You acknowledge that We have no general obligation to monitor User Content or interactions but have the right to review, disable access to, or edit any User Content, or deactivate or disable access to certain features of the Application, of any user’s account in order to (i) operate, secure and improve the security of the Application (including without limitation for fraud prevention, investigation and customer services purposes); (ii) ensure users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency; (iv) respond to User Content or user conduct that We determine is harmful or objectionable; or (v) as otherwise set forth in these Terms.
Interactions with Users
We believe in creating a supportive space for seekers and guides to interact with each other. You understand that in any user-to-user interactions or transactions you choose to undertake on the Application, you, and not Us, are responsible for your own decisions and actions. In addition, your use of the Application to offer content or services to other users does not make us an employer, representative, or agent for you. If you and another user decide to work together, the two of you, and not Us, are responsible for complying with any laws that might apply, such as tax or employment laws.
If a dispute arises between users, we hope that you will be able to work it out amicably. However, if you cannot, please understand that We are not responsible for the actions of Our users, each user is responsible for their own actions and behavior. Accordingly, to the maximum extent permitted by applicable law, you release Us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine
If you feel that any user that you interact with through the Application is acting or did act inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) any illegal conduct, or (iii) any otherwise disturbing conduct, you should immediately report such person to the appropriate authorities and then to Us by emailing us at Liminal@wequilt.com. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
Prohibited Acts by Users
You are solely responsible for your conduct in connection with the Application and compliance with all relevant laws and regulations related to your use of the Application. You will not do, and will not allow or authorize any third-party to do, any of the following:
- Violate any applicable laws, contract, intellectual property, or other third-party right, or commit a tort in connection with your use of the Services;
- Collect or store any personally identifiable information about another user except in connection with your use of the Services;
- Include false or misleading information in your account;
- Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
- Harass another user (on or outside of the Application), including stalking, personal attacks, promotion of physical harm, unwanted sexual advances, solicitations or objectification and malicious false reporting;
- Falsely impersonate any third-party or otherwise misrepresent yourself with your account;
- Engage in disseminating unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
- Use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates these Terms.
Any feedback that you provide to Us about the Services (e.g., comments, questions, suggestions – collectively, “Feedback”) through any communication whatsoever (e.g., call, email, via the Application) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and Services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
We respect copyright law and expect Our users to do the same. It is Our policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please reach out to us at Liminal@wequilt.com if you believe one of Our users has infringed a copyrighted work.
Mobile Phones and Data Charges
You are responsible for any mobile charges that you may incur for using the Services, including text-messaging (such as SMS, MMS, or future developed technologies) and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services. By providing Us with your mobile phone number, you agree to receive SMS messages from Us related to the Services, including about promotions, your account, and activity related to your account. These SMS messages may be made to your mobile phone number even if your mobile phone number is registered on any state or federal Do Not Call list. If you change or deactivate the mobile phone number that you used to create an account, you must update your account contact details within 72 hours to prevent Us from sending messages intended for you to someone else.
GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
Governing Law. You agree that: (i) the Services shall be deemed solely based in Delaware; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Us, either specific or general, in jurisdictions other than Delaware. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware including its statutes of limitations without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Kent County, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Kent County, Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with Liminal, you agree to first contact us at Liminal@wequilt.com and attempt to resolve the dispute with us informally. In the unlikely event that Liminal has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Dover, Delaware, unless you and Liminal agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Liminal from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Liminal ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Certain violations of these Terms, as determined by Us, may require immediate termination of your access to the Services without prior notice to you. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between you and Us with respect to the subject matter herein and, therefore, supersede all prior or conLiminalraneous negotiations, discussions or agreements between us about the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact Us for any reason, you can reach Us at mailto: Liminal@wequilt.com or 1450 Lincoln Road, Miami Beach, FL 33139.