These terms of use (“Terms of Use”) are effective and were last revised:  Dec. 19, 2021

INNERVERSE, Inc. ("Company", "We", "Us" or "Our") operates the website www.choosewithin.com (the "Site") and Within application (the "App", collectively "Services"). Please read these Terms of Use carefully.

BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE AND YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, DO NOT USE THE SERVICES.

Changes to the Terms of Use

Please note that the Terms of Use are subject to change by the Company in its sole discretion at any time. When changes are made to the Terms of Use, We will indicate that We have done so on the Site and will update the effective date at the top of the Terms of Use or let you know through other communications. Please regularly check this website to view the then-current Terms of Use. Use of the Services after the effective date of a modification constitutes your acceptance of any modified Terms of Use.

Privacy Policy

Please refer to Our Privacy Policy for information on how we collect, use and disclose information from Our users. You acknowledge and agree that your use of the Services is subject to Our Privacy Policy.

Community Guidelines

The Within App provides a community space for self-talk. Please refer to Our Community Guidelines on how we manage the community. You acknowledge and agree that your use of the Services is subject to Our Community Guidelines.

Using the Services

Eligibility

You may use the Services only if you are 17 years or older and are not barred from using the Services under applicable law.

Registration

In order to access certain features of the Services you may be required to become a Registered User. For purposes of these Terms of Use, a “Registered User” is a User who has registered an account on the App (“Account”). In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify the Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously banned from the Services.

Use Conditions

You understand and agree that the Services are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. You understand and agree that you are solely responsible for your use of the Services.

Termination

You may terminate your use of the Service at any time by terminating your account and deleting any Company software from your device or personal computer. Termination of your account is your sole right and remedy with respect to any dispute with the Company regarding the Services or these Terms of Use. The Company may suspend or terminate your access to the Services at any time, for any reason. If the Company suspects that you have violated any provision of these Terms of Use, the Company may also seek any other available legal remedy. Your rights under these Terms of Use will terminate automatically if you fail to comply with any of these Terms of Use. Upon termination, you must destroy or delete any copy of the App in your possession. You remain solely liable for all obligations related to use of the Services, even after you have stopped using the Services. Neither the Company nor any of its licensors, suppliers, or publishers are liable to you or to any third party for any loss caused by any termination of the Services or termination of your access to the Services.

Content Ownership

Types of Content

You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that you, and not the Company, are entirely responsible for all content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and other users of the Services, and not the Company, are similarly responsible for all content they Make Available through use of the Services (“User Content”).

Company Properties

We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all

intellectual property rights, in and to the Services. Except for those rights expressly granted in

these Terms of Use, no other rights are granted, either express or implied, to you.. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Your Content

The Company does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in the Services you represent that you own and/or have the rights to grant the license below for Your Content to the Company.

Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to the Company a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute Your Content in connection with operating and providing the Services to you and to other users.

Rights in Content Granted by the Company

Subject to your compliance with these Terms of Use, the Company grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the User Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, WHETHER DIRECT OR INDIRECT, ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, OR YOUR PROVISION OF INFORMATION VIA THE SERVICES. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON OR THROUGHOUT THE SERVICES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT, IF ANY, PAID BY YOU TO THE COMPANY FOR YOUR USE OF THE SERVICES IN QUESTION.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Indemnity

You will defend, indemnify and hold the Company, its affiliates, directors, officers, agents, employees, and its licensors, suppliers, and distributors harmless from any costs, damages, expenses, and liability caused by your use of the Services, your violation of these Terms of Use, or your violation of any rights of a third party through use of the Services.

Dispute Resolution

Arbitration

All disputes arising out of, relating to, or in connection with these Terms of Use or your use of the Services that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and the Company are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Use. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator.

If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution.

Fees

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by the Company. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

Jury Trial and Class Action Waivers

YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Choice of Law

Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms of Use and any disputes arising out of or relating to these Terms of Use or their subject matter, including tort claims.

Severability

If any provision of these Terms of Use is found unenforceable, then that provision will be severed from these Terms of Use and not affect the validity and enforceability of any remaining provisions.

Entire Agreement

These Terms of Use are the entire agreement between you and the Company regarding your use of the Services.