If you are visually impaired, have another disability or seek support in other languages, you may
access these Terms by emailing us at help@headspace.com.
1. GENERAL INFORMATION
1.1 HEADSPACE PRODUCTS
Headspace Health provides meditation, mindfulness and mental health offerings through its
Headspace and Ginger apps. Headspace, Inc. (“Headspace”) provides meditation and
mindfulness content for stress, sleep, focus, and movement, and Ginger.io, Inc. and its medical
affiliate providers (“Ginger”) provides on-demand mental health support through coaching,
therapy, psychiatry, and self-care resources.
We may provide additional terms and conditions regarding the Headspace and Ginger products
and services, and we encourage you to please review Headspace Terms and Conditions
and Ginger Terms of Use for those terms. Where such Headspace or Ginger terms are
inconsistent with these Terms, the Headspace or Ginger terms shall control.
These Terms & Conditions (these “Terms”) contain the terms and conditions on which we
supply content, products or services listed on www.headspacehealth.com (the “Website”),
through our applications (the “Apps”) or via other delivery methods to you (the Website and
such content, products, services and the Apps are collectively referred to herein as the
“Product” or “Products”, which may be updated from time-to-time at the sole discretion of
Headspace Health). Please read these terms and conditions carefully before ordering any
Products from the Website or third party app stores (e.g. the Apple App Store, the Android Play
Store, Amazon, etc.). The terms “Headspace Health,” “us” or “we” refer to Headspace Health
(Headspace Health entities include Headspace, Inc., Ginger.io, Inc. and its subsidiaries and
affiliates). The term “Device” refers to the device which is used to access the Products including
but not limited to computers, smart phones and tablets. The term “you” refers to the user of
the Products. When you order (“Order”) any Products, or otherwise use or access the Products,
you agree to be bound by these Terms and all applicable laws, rules and regulations. You may
also be asked to click “I accept” at the appropriate place prior to your purchase of access to the
Products. At such time, if you do not click “I accept”, you may not be able to complete such
purchase or gain such access. By using the Products, you indicate that you accept these Terms
and that you agree to abide by them. If you do not agree to these Terms, please refrain from
using the Products.
Our contact email address is help@headspace.com. All correspondence to Headspace Health
including any queries you may have regarding your use of the Products or these Terms should
be sent to this contact email address.
1.2 ARBITRATION NOTICE AND CLASS ACTION WAIVER
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN
TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND HEADSPACE HEALTH
AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS WILL BE
RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE
IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1.3 BASIS OF LICENSE
(a) These Terms and the Order set out the whole agreement between you and us for the supply
of the Products. In order to participate in certain Products, you may be required to agree to
additional terms and conditions; those additional terms are hereby incorporated into these
Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.
(b) Please check that the details in these Terms and on the Order are complete and accurate
before you use or commit yourself to purchase the Products. If you think that there is a mistake,
please make sure that you ask us to confirm any changes in writing, as we only accept responsibility
for statements and representations made in writing by an officer of Headspace Health.
(c) AS PART OF YOUR USE OF THE PRODUCTS, YOU AGREE TO THE PROCESSING AND STORAGE
OF YOUR PERSONAL INFORMATION IN THE UNITED STATES, INCLUDING THE PROCESSING AND
STORING OF YOUR PERSONAL INFORMATION IN THE UNITED STATES FOR THE PURPOSES OF
PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS. BY USING THE
PRODUCTS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT THE UNITED
STATES MAY NOT HAVE THE SAME LEVEL OF PROTECTIONS FOR YOUR PERSONAL INFORMATION
THAT EXISTS IN YOUR COUNTRY OF RESIDENCE, AND YOU NONETHELESS CONSENT TO THE
PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES.
WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE LAW REGARDING
THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.
1.4 CHANGES TO TERMS
Headspace Health reserves the right to change or update these Terms, or any other of our
policies or practices, at any time, and will notify users by posting such changed or updated
Terms on this page. Any changes or updates will be effective immediately upon posting to
www.headspacehealth.com. Your continued use of the Products constitutes your agreement to
abide by the Terms as changed. Under certain circumstances we may also elect to notify you of
changes or updates to our Terms by additional means, such as pop-up or push notifications
within the Products or email.
2. MEMBERSHIPS AND SUBSCRIPTIONS
2.1 BECOMING A MEMBER
(a) You may sign up as a registered user of the Products (a “Member”). To become a Member
you need to go to the relevant section of the Products, then provide certain personal
information including, for example, your first name, last name, email address and a password
to be used in conjunction with that email address. You are responsible for maintaining the
confidentiality of your account and password and for restricting access to your Device. You may
not register for more than one Member account.
(b) In the course of your use of the Products, you may be asked to provide certain personalized
information to us (such information is referred to hereinafter as “User Information”). Our
information collection and use policies with respect to the privacy of such User Information are
set forth in the Headspace Health Privacy Policy. You acknowledge and agree that you are solely
responsible for the accuracy and content of User Information, and you agree to keep it up to
date.
(c) By registering for a Headspace Health account, the Products, you warrant that:
(i) You are legally capable of entering into binding contracts; (ii) All registration information you
submit is truthful and accurate; (iii) You will maintain the accuracy of such information; and (iv)
Your use of the Products does not violate any applicable law or regulation.
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your account, password and other
User Information and for restricting access to your Device to further help protect such
information. You are responsible for updating your User Information.
2.3 USE OF HEADSPACE HEALTH BY MINORS
You must be 18 years of age, or the age of majority in your province, territory or country, to
sign up as a registered user of the Products. Individuals under the age of 18, or the applicable
age of majority, may view the audiovisual content displayed in the Products only with the
involvement and consent of a parent or legal guardian, under such person's account, and
otherwise subject to these Terms. This provision shall not be applicable to registrations made
under certain Community (as defined below) offerings where specified in applicable contracts
between Headspace Health and the Community.
2.4 MEMBERSHIP
As a Headspace Health Member you will receive access to certain sections, features and
functions of the Products that are not available to non-members.
By agreeing to become a Member you may receive occasional special offer, marketing, and
survey communication emails with respect to the Products where permissible under applicable
law. You can easily unsubscribe from Headspace Health commercial emails by following the
opt-out instruction in these emails.
Headspace Health membership accounts and subscriptions are not transferable and therefore
you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or
under any circumstance. This expressly applies to any discounted, subsidized, or free accounts
or subscriptions.
2.5 SUBSCRIPTIONS
The following section does not apply to Ginger’s products and services. See Ginger’s Terms of Use
for more information about Ginger’s products and services.
You may receive access to Headspace Health Products via your Community (as defined and
further outlined in section 2.7 below). In such instances you may still be required to provide
Your payment information in order to access Headspace Health Products. If applicable, You
agree to promptly notify Headspace Health of any changes to the Payment Method you
provided while any subscriptions remain outstanding. You are responsible for all applicable fees
and charges incurred, including applicable taxes, and all subscriptions purchased by you. In the
course of your use of the Products, Headspace Health and its third party payment service
provider may receive and implement updated credit card information from your credit card
issuer in order to prevent your subscription from being interrupted by an outdated or invalid
card. This disbursement of the updated credit card information is provided to Headspace
Health and Headspace Health’s third party payment service provider at the sole election of your
credit card issuer. Your credit card issuer may give you the right to opt-out of the update
service. Should you desire to do so, please contact your credit card issuer. Prices in US Dollars
and Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated.
You agree not to hold us responsible for banking charges incurred due to payments on your
account. If payment is not received by us from the Payment Method you provided, you agree to
pay all amounts due upon demand by us. You agree that you are not permitted to resell any
Products purchased through Headspace Health for commercial purposes.
2.6 DEVICE REQUIREMENTS
To enjoy Headspace Health via your smartphone or other Device, your Device must satisfy
certain system requirements. These requirements can be found on the Website and the Google,
Apple and Amazon App marketplaces.
2.7 CORPORATE AND OTHER CONSUMER COMMUNITIES
Many consumer communities (corporations, universities, hospitals, etc.) (“Community” or
“Communities”) purchase and introduce the Products to their employees, eligible dependents
and members. In some cases, these Communities may supplement these Terms with their own
terms and conditions, which may include additional terms around subscription redemption,
usage or supplementary payment for Headspace Plus access. In such event, these Community
terms and conditions shall also apply to your use of the Products. In the event of any conflict
with such additional terms and these Terms, the additional terms shall prevail.
2.8 CHANGING FEES AND CHARGES
We reserve the right to change our subscription plans or adjust pricing for our service or any
components thereof in any manner and at any time as we may determine in our sole and
absolute discretion. Except as otherwise expressly provided for in these Terms, any price
changes or changes to your subscription plan will take effect following notice to you.
3. CANCELLATION OF SERVICES
We may suspend or terminate your use of the Products as a result of your fraud or breach of
any obligation under these Terms. Such termination or suspension may be immediate and
without notice. A breach of these Terms, includes without limitation, the unauthorized copying
or download of our audio or video content from the Products.
4. PROHIBITED USE OF THE PRODUCTS
4.1 You agree not to upload, post, email or otherwise send or transmit or introduce any
material that contains software viruses or any other computer code, files or programs designed
to interrupt, harm, damage, destroy or limit the functionality of any computer software or
hardware or equipment linked directly or indirectly with the Products or the Products
themselves. You agree not to interfere with the servers or networks underlying or connected to
the Products or to violate any of the procedures, policies or regulations of networks connected
to the Products. You may not access the Products in an unauthorized manner.
4.2 You agree not to impersonate any other person while using the Products, conduct yourself
in an offensive manner while using the Products, or use the Products for any illegal, immoral or
harmful purpose.
4.3 By breaching the provisions of this section 4, you may commit a criminal offense under
applicable laws. We may report any such breach to the relevant law enforcement authorities
and we may cooperate with those authorities by disclosing your identity to them. In the event
of such a breach, your right to use the Products will cease immediately.
4.4 You agree not to use the Products for any purposes related to scientific research, analysis or
evaluation of the Products without the express written consent of Headspace Health.
5. MATERIALS OFFERED THROUGH THE PRODUCTS
5.1 COPYRIGHT
(a) All materials (including software and content whether downloaded or not) contained in the
Products are owned by Headspace Health (or our affiliates and/or third party licensors, where
applicable), unless indicated otherwise. You agree and acknowledge that the materials are
valuable property and that other than any specific and limited license for use of such materials,
you shall not acquire any ownership rights in or to such materials. The materials may not be
used except as provided for in these Terms, and any other relevant terms and conditions
provided to you without our prior written permission.
(b) You acknowledge and agree that certain materials on or in the Products are the property of
third party licensors and, without prejudice to any and all other rights and remedies available,
each such licensor has the right to directly enforce relevant provisions of section 12 against you.
(c) Audio or video content from Headspace Health not explicitly indicated as downloadable may
not be downloaded or copied from the Products or any Device.
(d) The Products are not intended for your commercial use. Commercial advertisements,
affiliate links, and other forms of solicitation may be removed by us without notice and may
result in termination of privileges. You must not use any part of the materials used in or on the
Products for commercial purposes without obtaining a written license to do so from us.
Material from the Products may not be copied or distributed, or republished, or transmitted in
any way, without our prior written consent. Any unauthorized use or violation of these Terms
immediately and automatically terminates your right to use the Products and may subject you
to legal liability. You agree not to use the Products for illegal purposes (including, without
limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or
obscene purposes) and you agree that you will comply with all laws, rules and regulations
related to your use of the Products. Appropriate legal action may be taken for any illegal or
unauthorized use of the Products.
(e) You may not otherwise download, display, copy, reproduce, distribute, modify, perform,
transfer, create derivative works from, sell or otherwise exploit any content, code, data or
materials in the Products. If you make other use of the Products, or the content, code, data or
materials thereon, except as otherwise provided above, you may violate copyright and other
laws of the United States, other countries, as well as applicable state laws and may be subject
to liability for such unauthorized use. Headspace Health will enforce its intellectual property
rights to the fullest extent of the law, including the seeking of criminal prosecution.
5.2 TRADEMARKS
Headspace®, the Headspace logo and all other Headspace Health product or service marks are
trademarks of Headspace Health. All intellectual property, other trademarks, logos, images,
product and company names displayed or referred to on or in the Products are the property of
their respective owners. Nothing grants you any license or right to use, alter or remove or copy
such material. Your misuse of the trademarks displayed on the Products is strictly prohibited.
Headspace Health will enforce its trademark rights to the fullest extent of the law, including the
seeking of criminal prosecution.
6. AVAILABILITY OF PRODUCTS
6.1 Although we aim to offer you the best service possible, we make no promise that the
Products will meet your requirements and we cannot guarantee that the Products will be fault
free. If a fault occurs in the Products, please report it to us at help@headspace.com and we will
review your complaint and, where we determine it is appropriate to do so, correct the fault.
If the need arises, we may suspend access to the Products while we address the fault. We will not
be liable to you if the Products are unavailable for a commercially reasonable period of time.
6.2 Your access to the Products may be occasionally restricted to allow for repairs, maintenance
or the introduction of new services or Products. We will restore the Products as soon as we
reasonably can. In the event that the Products are unavailable, our usual Order and cancellation
deadlines apply; please notify us of changes to your Order by emailing help@headspace.com.
7. USER MATERIAL
7.1 The Products may let you submit material to us: for example, you may be able to post
comments or images in certain functions or features of the Product. In these Terms, we use the
term “User Material” to refer to any publicly available material of any kind that you submit to
us, including text, files, images, photos, video, sounds and musical or literary works. User
Material does not include the account information, Product purchase, or Product use
information which you provide in registering for and using Products.
7.2 This section 7 sets out the rights and obligations that each of us have in connection with
User Material. If you review or submit User Material, you are agreeing to do so in accordance
with these Terms. If you do not want to review or submit User Material in accordance with
these Terms, then you should not do so.
7.3 We do not systematically review all User Material submitted by you or other users. We are
not responsible for the content of User Material provided by you or any other user. We do not
necessarily endorse any opinion contained in such material. We make no warranties or
representations, express or implied, about User Material, including as to its legality or accuracy.
7.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of
your User Material, or to restrict, suspend, or terminate your access to all or any part of the
Products, particularly where User Material breaches this section 7, and we may do this with or
without giving you any prior notice.
7.5 We may link User Material or parts of User Material to other material, including material
submitted by other users or created by Headspace Health or other third parties. We may use
User Material for our internal business purposes, for example, to examine trends or categories
or to promote, market or advertise Headspace Health. You acknowledge that we may indirectly
commercially benefit from use of your User Material.
7.6 Each time you submit User Material to us, you represent and warrant to us as follows:
(a) You own your User Material or have the right to submit it, and in submitting it you will not be
infringing any rights of any third party, including intellectual property rights (such as copyright
or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.
(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing,
hateful, racially or ethnically offensive, and does not encourage conduct that would be
considered a criminal offense, and does not give rise to civil liability, violate any law, or is
otherwise deemed inappropriate.
(c) Your User Material does not advertise any product or service or solicit any business.
(d) Your User Material does not identify any individual (including by way or name, address or
a still picture or video) under the age of 18 and if User Material identifies any individual over
the age of 18, you have that person’s consent to being identified in exactly that way in your
User Material; and in submitting your User Material you are not impersonating any other person.
(e) You will not collect email addresses of users for the purpose of sending unsolicited email.
(f) You will not engage in criminal or tortious activity,
including fraud, spamming, spimming, sending of viruses or other harmful files, copyright
infringement, patent infringement, or theft of trade secrets or attempt to impersonate
another user or person.
(g) You will not engage in any automated use of the system, such as using
scripts to alter our content.
(h) You will not, without authorization, access, tamper with, or use non-public areas
of the Products, Headspace Health’s computer systems, or the technical delivery systems
of Headspace Health’s providers.
(i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf
anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability
of the Products or any other HeadspaceHealth system or network or breach any security
or authentication measures.
7.7 We are entitled to identify you to third parties who claim that their rights have been
infringed by User Material you have submitted.
7.8 User Material is not considered to be confidential. You agree not to submit any content as
User Material in which you have any expectation of privacy. We do not claim any ownership
rights in User Material. However, by submitting User Material you hereby grant Headspace
Health an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast,
copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the
Products, or any portion thereof, and any ideas, concepts, or know how contained therein, with
or without attribution, and without the requirement of any permission from or payment to you
or to any other person or entity, in any manner (including, without limitation, for commercial,
publicity, trade, promotional, or advertising purposes) and in any and all media now known or
hereafter devised, and to prepare derivative works of, or incorporate into other works, such
User Material, and to grant and authorize sublicenses of the foregoing without any payment of
money or any other form of consideration to you or to any third party. Headspace Health may
include your User Material in Headspace Health’s distribution content that is made available to
others through the Products. Be aware that Headspace Health has no control over User
Material once it leaves the Products, and it is possible that others may duplicate material found
on the Products, including, but not limited to, on other sites on the Internet. You represent and
warrant that you own or otherwise control the rights to your User Material. You agree to
indemnify Headspace Health and its affiliates for all claims arising from or in connection with
any claims to any rights in your User Material or any damages arising from your User Material.
7.9 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use
of the Products or User Material that you provide to us (collectively, “Submissions”) will be
treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing,
or otherwise submitting Submissions to the Products, you grant, and you represent and warrant
that you have the right to grant, to Headspace Health an irrevocable, perpetual, non-exclusive,
royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and
otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know
how contained therein, with or without attribution, and without the requirement of any
permission from or payment to you or to any other person or entity, in any manner (including,
without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and
in any and all media now known or hereafter devised, and to prepare derivative works of, or
incorporate into other works, such Submissions, and to grant and authorize sublicenses of the
foregoing without any payment of money or any other form of consideration to you or to any
third party. You also acknowledge that your Submissions will not be returned to you and that
Headspace Health has no obligation to acknowledge receipt of or respond to any Submissions.
If you make a Submission, you represent and warrant that you own or otherwise control the
rights to your Submission. You agree to indemnify Headspace Health and its affiliates for all
claims arising from or in connection with any claims to any rights in any Submission or any
damages arising from any Submission.
8. LINKS TO WEBSITES/HOME PAGE
8.1 We may provide links to other websites or services for you to access. You acknowledge that
any access is at your sole discretion and for your information only. We do not review or
endorse any of those third party websites or services. We are not responsible in any way for:(a)
the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or
other materials or resources on or available from, or (d) the use to which others make of these
other websites or services. We are also not responsible for any damage, loss or offense caused
or alleged to be caused by, or in connection with, the use of or reliance on such websites or
services.
8.2 You may link to our home page, provided you do so in a way that is fair and legal and does
not damage our reputation or take advantage of it, but you must not establish a link in such a
way as to suggest any form of association, approval or endorsement on our part where none
exists. You must not establish a link from any website that is not owned by you. The Products
must not be framed on any other website, nor may you create a link to any part of the Products
unless you have written permission to do so from Headspace Health. We reserve the right to
withdraw linking permission with written notice. The website from which you are linking must
comply in all respects with the content standards set out in our acceptable use policy. If you
wish to make any use of material on or in the Products other than that set out above, please
address your request to help@headspace.com.
9. PRODUCTS DISCLAIMER
The information contained in the Products is for general information purposes only. While we
endeavor to keep the information up-to-date and correct, we make no representations or
warranties of any kind, express or implied, about the completeness, accuracy, reliability,
suitability or availability with respect to the Products or the information contained on the
Products for any purpose. Any reliance you place on such information is therefore strictly at
your own risk.
10. MEDICAL DISCLAIMER
The following section does not apply to Ginger’s products and services. See Ginger’s Terms of
Use for more information about Ginger’s products and services.
10.1 Headspace’s online and mobile meditation, mindfulness, sleep and movement content
should not be considered health care, a medical device, or considered medical advice. Only
your physician or other health care provider can provide medical advice. While there is third
party evidence from research that meditation can assist in the prevention and recovery process
for a wide array of conditions as well as in improving some performance and relationship
issues, Headspace makes no claims, representations or guarantees that the Products provide a
physical or therapeutic benefit.
10.2 Any health information and links on the Products, whether provided by Headspace or by
contract from outside providers, is provided simply for your convenience.
10.3 To the extent that you participate in any movement content featured in the Products
(“Headspace Move Mode”), you represent and warrant that you are in adequate physical
health to perform such activities and have no disability or condition that would make such
movement dangerous. You should consult a licensed physician prior to beginning or modifying
any exercise program that you undertake, including Headspace Move Mode, especially if you
have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or
condition. You acknowledge that Headspace has advised you of the necessity of doing so.
10.4 Any advice or other materials in the Products are intended for general information
purposes only. They are not intended to be relied upon and are not a substitute for professional
medical advice based on your individual condition and circumstances. The advice and other
materials we make available are intended to support the relationship between you and your
healthcare providers and not replace it. We are not liable or responsible for any consequences
of your having read or been told about such advice or other materials as you assume full
responsibility for your decisions and actions. In particular, to the fullest extent permitted by
law, we make no representation or warranties about the accuracy, completeness, or suitability
for any purpose of the advice, other materials and information published as part of the
Products.
10.5 There have been rare reports where people with certain psychiatric problems like anxiety
and depression have experienced worsening conditions in conjunction with intensive
meditation practice. People with existing mental health conditions should speak with their
health care providers before starting a meditation practice.
11. END USER LICENSE
11.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this
section 11, and these other Terms, and your payment of applicable subscription fees,
Headspace Health grants you a limited, non-exclusive, revocable license to stream, download
and make personal non-commercial use of the Products.
11.2 The Products contain or embody copyrighted material, proprietary material or other
intellectual property of Headspace Health or its licensors. All right, title and ownership in the
Products remain with Headspace Health or its licensors, as applicable. The rights to download
and use the Products are licensed to you and are not being sold to you, and you have no rights
in them other than to use them in accordance with this License Agreement and our other
Terms.
11.3 You agree that you will not and you will not assist or permit any third party to: (a) Copy,
store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or
disassemble the Products in any way, or create derivative works of the Products; (b) Use the
Products or any part of them to create any tool or software product that can be used to create
software applications of any nature whatsoever; (c) Rent, lease, loan, make available to the
public, sell or distribute the Products in whole or in part; (d) Tamper with the Products or
circumvent any technology used by Headspace Health or its licensors to protect any content
accessible through the Products; (e) Circumvent any territorial restrictions applied to the
Products; or (f) Use the Products in a way that violates this License Agreement or the other
Terms.11.4 You may not make the Products available to the public. The Products made available (in
whole or in part) are owned by Headspace Health or its licensors and your use of them must be
in accordance with these Terms.
12. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
12.1 We are committed to complying with copyright and related laws, and we require all users
of the Products to comply with these laws. Accordingly, you may not store any material or
content on, or disseminate any material or content over, the Products in any manner that
constitutes an infringement of third party intellectual property rights, including rights granted
by copyright law. Owners of copyrighted works in the United States who believe that their
rights under copyright law have been infringed may take advantage of certain provisions of the
US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You
may not post, modify, distribute, or reproduce in any way any copyrighted material,
trademarks, or other proprietary information belonging to others without obtaining the prior
written consent of the owner of such proprietary rights. It is our policy to terminate privileges
of any user who repeatedly infringes the copyright rights of others upon receipt of proper
notification to us by the copyright owner or the copyright owner’s legal agent.
12.2 If you feel that a posted message is objectionable or infringing, we encourage you to
contact us immediately. Upon our receipt of a proper notice of claimed infringement under the
DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to
be infringing and will follow the procedures specified in the DMCA to resolve the claim between
the notifying party and the alleged infringer who provided the content in issue. Our designated
agent (i.e., the proper party) to whom you should address such notice is listed below.
12.3 If you believe that your work has been copied and posted on the Products in a way that
constitutes copyright infringement, please provide our designated agent with the following
information:
(a) An electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright or other intellectual property interest;
(b) A description of the
copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Products;
(d) Your address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized
by the copyright or intellectual property owner, its agent, or the law; and (f) A statement by you,
made under penalty of perjury, that the information contained in your report is accurate and
that you are the copyright or intellectual property owner or authorized to act on the copyright
or intellectual property owner’s behalf. (g) Our designated agent for notice of claims of copyright
infringement can be reached as follows:
By Mail: Headspace Health
Attn: Copyright Agent 500 Molino St., Suite 118 Los Angeles, CA 90013
By E-Mail: hcannom@wscylaw.com Subject line: DMCA
13. GENERAL TERMS AND CONDITIONS
13.1 ASSIGNMENT BY US
Headspace Health may transfer its rights and obligations under these Terms to any company,
firm or person at any time if it does not materially affect your rights under it. You may not
transfer your rights or obligations under these Terms to anyone else. These Terms are personal
to you and no third party is entitled to benefit under these Terms except as set out here.
13.2 INDEMNITY BY YOU
You agree to defend, indemnify and hold Headspace Health and its directors, officers,
members, investors, managers, employees and agents harmless from any and all claims,
liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i)
your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of
any message, content, information, software, or other submissions through the Products, (iii)
any third-party claims of bodily injury, death, or damage to real or tangible personal property
caused by your negligent or more culpable acts or omissions related to your use of the
Products; or (iv) your breach or violation of the law or of these Terms. Headspace Health
reserves the right, at its own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, and in such case, you agree to cooperate
with Headspace Health defense of such claim.
13.3 WARRANTIES AND LIMITATIONS
(a) This warranty gives you specific legal rights, and you may also have other rights which vary
from state to state.
(b) We warrant to you that any Product purchased from us will, on delivery, conform in all
material respects with its description and be of reasonably satisfactory quality.
(c) We warrant that we will use reasonable skill and care in making the Products available to
you during your subscription.
(d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of
the Products. In no event shall Headspace Health be liable to you, your heirs, or assigns or to
any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to
any third party, in connection with your use of the Products or other activities you undertake in
connection with your use of the Products, unless caused by Headspace Health’s gross
negligence, recklessness, or willful misconduct.
(e) The Products and their content are otherwise provided on an “as is” basis and we make no
representations or warranties of any kind with respect to them, including as to the accuracy,
completeness or currency of the Products or their content. We assume no liability or
responsibility for any errors or omissions in the content of the Products, or any failures, delays,
or interruptions in the provision of the Products. We disclaim and exclude any express or
implied warranties or representations, including any warranties as to merchantability or fitness
for a particular purpose of the Products to the broadest extent permitted by law. We make no
warranties or representations, express or implied, as to the timeliness, accuracy, quality,
completeness or existence of the content and information posted on the Products. We make no
warranties or representations, express or implied, for technical accessibility, fitness or
flawlessness of the Products. We make no warranties or representations that your use of
content and information posted on the Products will not infringe rights of third parties.
(f) All conditions, warranties and other terms which might otherwise be implied by statute,
common law or the law of equity are, to the extent permitted by law, excluded.
13.4 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms,
such delay or failure does not constitute a waiver of that right or any other rights under these
Terms.
13.5 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the
Products, or for any failure or delay by us to comply with these Terms, where such lack,
unavailability or failure arises from any cause beyond our reasonable control.
13.6 INTERPRETATION
In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words
“including”, “include”, “in particular”, “for example” or any similar expression shall be
construed as illustrative only and shall not be construed as limiting the generality of any
preceding words; and (ii) references to the singular include the plural and to the masculine
include the feminine, and in each case vice versa.
13.7 ELECTRONIC COMMUNICATIONS
(a) Applicable laws require that some of the information or communications we send to you
should be in writing. When using the Products, you agree to transact with us electronically, and
that communication with us will be mainly electronic. We will contact you by e-mail or provide
you with information by posting notices on the Products. You agree to this electronic means of
communication and you acknowledge that all contracts, notices, information and other
communications that we provide to you electronically comply with any legal requirement that
such communications be in writing.
(b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do
not have a printer, you can copy the text and the underlying agreement(s) and paste them into
a new document in a word processor or a text editor on your computer and save the text.
(c) You have the right to receive a paper copy of the communications. To receive a paper copy,
please request it by emailing us at help@headspace.com
(d) We may charge you a reasonable service charge to mail you a paper copy of any
communication. We will either include such service charge on our fee schedule or we will first
inform you of the charge and provide you with the choice as to whether you still want us to
send you a paper copy. Please be sure to state that you are requesting a copy of the particular
communication.
(e) To receive and view an electronic copy of the communications you must have the following
equipment and software:
● (i) A personal computer or other device which is capable of accessing the Internet. Your
access to this page verifies that your system/device meets these requirements.
● (ii) an Internet web browser which is capable of supporting 128-bit SSL encrypted
communications, JavaScript, and cookies. Your system or device must have 128-bit SSL
encryption software. Your access to this page verifies that your browser and encryption
software/device meet these requirements.
(f) To retain a copy, you must either have a printer connected to your personal computer or
other device or, alternatively, the ability to save a copy through use of printing service or
software such as Adobe Acrobat®. If you have a word processor or text editor program on your
computer, then you can also copy the text and paste the text into a new document in the word
processor or text editor and save the text.
(g) You can also contact us via email at help@headspace.com to unsubscribe from further
communications. Unsubscribing from communication may impact your ability to use the
Products.
(h) We reserve the right, in our sole discretion, to discontinue the provision of your electronic
communications, or to terminate or change the terms and conditions on which we provide
electronic communications. We will provide you with notice of any such termination or change
as required by law.
13.8 NOTICES
Unless otherwise specifically indicated, all notices given by you to us must be given to
Headspace Health at help@headspace.com. We may give notice to you at the e-mail address
you provide to us when you register, or in any of the ways specified in section 13.7 above.
Notice will be deemed received and properly served immediately when posted on the Products
or when an e-mail or other electronic communication is sent. In proving the service of any
notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail
address of the addressee.
13.9 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement
between us and supersede all previous discussions, correspondence, negotiations, previous
arrangement, understanding or agreement between us relating to their subject matter. We
each acknowledge that neither of us relies on, or will have any remedies in respect of, any
representation or warranty (whether made innocently or negligently) that is not set out in
these Terms or the documents referred to in them. Each of us agrees that our only liability in
respect of those representations and warranties that are set out in this agreement (whether
made innocently or negligently) will be for breach of contract. Nothing in this section limits or
excludes any liability for fraud.
13.10 THIRD PARTY RIGHTS
A person who is not party to these Terms will not, subject to section 12 (DMCA), have any rights
under or in connection with these Terms.
13.11 LIMITATION OF HEADSPACE HEALTH’S LIABILITY
(a) We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with
these Terms, your sole and exclusive remedies and our entire obligation and liability to you will
in no circumstances exceed the actual amount paid by you for the Products in question. In
addition, we will not be liable for:
● (i) Faulty operation of computers during the registration process or during completion of
a subscription or during the transmission of any data and/or for incorrect or overly slow
transmission of data by the internet provider and/or any damage that occurs due to
information submitted by you not being received by us or not being received promptly
or not being considered, as a consequence of technical faults with our software or
hardware (whether or not they are within or outside of our control).
● (ii) Any loss or damage due to viruses or other malicious software that may infect your
Device, computer equipment, software, data or other property caused by you accessing,
using or downloading from the Products, or from transmissions via emails or
attachments received from us.
● (iii) Any use of websites linked to the Products but operated by third parties.
(b) TO THE FULLEST EXTENT PERMITTED BY LAW, HEADSPACE HEALTH AND ITS AFFILIATES,
SUPPLIERS, CLIENTS OR LICENSORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) SHALL NOT BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
OR LOSSES, 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, YOUR PROVISION OF INFORMATION VIA THE
PRODUCTS, OR LOST BUSINESS OR LOST SALES, OR ANY ERRORS, VIRUSES OR BUGS CONTAINED
IN THE PRODUCTS, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES 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 PRODUCTS. IN NO EVENT
SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES 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 PRODUCTS EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT, IF ANY,
PAID BY YOU TO HEADSPACE HEALTH FOR YOUR USE OF THE PRODUCTS IN QUESTION.
(c) Notwithstanding anything to the contrary, you assume full responsibility for your own use of
the Products. In no event shall Headspace Health be liable to you, your heirs, or assigns or to
any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to
any third party, in connection with your use of the Products or other activities you undertake in
connection with your use of the Products.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so
the above limitation or exclusion may not apply to you.
13.12 ARBITRATION
DISPUTE RESOLUTION AND BINDING ARBITRATION PLEASE READ THE FOLLOWING
PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH HEADSPACE
HEALTH, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEADSPACE
HEALTH INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR
BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH
RESPECT TO A CLAIM.
(a) Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in
connection with these Terms or your use of the Products that cannot be resolved informally or
in small claims court will be resolved through binding arbitration on an individual basis, except
that you and Headspace Health 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.
(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement
of this dispute-resolution provision. Arbitration will be initiated through the American
Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an
alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this
arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer
Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or
by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral
arbitrator.
If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the
arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator;
(2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as
established by the AAA Rules in the county of your billing address. In the case of an in-person
hearing, the proceedings will be conducted at a location which is reasonably convenient for
both parties with due consideration of the ability to travel and other pertinent circumstances.
If the parties are unable to agree on a location, the determination will be made by the arbitration
institution.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set
forth in the AAA Rules with the remainder paid by Headspace Health. If the arbitrator finds that
either the substance of your claim or the relief sought in the arbitration is frivolous or brought
for an improper purpose (as measured by the standards set forth in Federal Rule of Civil
Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case,
you agree to reimburse Headspace Health 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.
(c) Authority of Arbitrator. The arbitrator will have exclusive authority to decide the jurisdiction
of the arbitrator, including any unconscionability challenge or other challenge that the
arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator
shall also have the exclusive authority to determine the rights and liabilities, if any, of you and
Headspace Health. The dispute will not be consolidated with any other matters or joined with
any other cases or parties. The arbitrator will have the authority to grant motions dispositive of
all or part of any claim or dispute. The arbitrator will have the authority to award all remedies
available under applicable law, the arbitral forum's rules, and the Terms. The arbitrator has the
same authority to award relief on an individual basis that a judge in a court of law would have.
The award of the arbitrator is final and binding upon you and Headspace Health.
(d) Jury Trial Waiver. Except where not permitted by law, you and Headspace Health waive any
constitutional and statutory rights to go to court and have a trial in front of a judge or a jury.
Rather, you and Headspace Health elect to have claims and disputes resolved by arbitration. In
any litigation between you and Headspace Health over whether to vacate or enforce an
arbitration award, you and Headspace Health waive all rights to a jury trial, and elect instead to
have the dispute be resolved by a judge.
(e) Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND
HEADSPACE HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR CONSOLIDATED ACTION. If, however, this waiver of class or consolidated
actions is deemed invalid or unenforceable, neither you nor Headspace Health are entitled to
arbitration; instead all claims and disputes will be resolved in a court as set forth in section
13.13 below.
(f) Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do so, neither you
nor Headspace Health can force the other to arbitrate. To opt-out, you must notify Headspace
Health in writing no later than 30 days after first becoming subject to this arbitration agreement.
Your notice must include your name and address, and the email address you used to set up your
Headspace Health account (if you have one), and an unequivocal statement that you want to
opt-out of this arbitration agreement. You must send your opt-out notice to one of the following
physical or email addresses: Headspace Health, ATTN: Arbitration Opt-out, 2415 Michigan Avenue,
Santa Monica, CA 90404; ADR@headspace.com
(g) Small Claims Court. Notwithstanding the foregoing, either you or Headspace Health may
bring an individual action in small claims court.
(h) Public Injunction Exclusion. Not withstanding the foregoing, you may pursue a claim for
public injunctive relief either in court or through arbitration.
(i) Arbitration Agreement Survival. This arbitration agreement will survive the termination of
your relationship with Headspace Health.
13.13 EXCLUSIVE VENUE
To the extent the parties are permitted under these Terms to initiate litigation in a court, both
you and Headspace Health agree that all claims and disputes arising out of or relating to the
Terms or the use of the Products will be litigated exclusively in the United States District Court
for the Central District of California. If, however, that court would lack original jurisdiction over
the litigation, then all claims and disputes arising out of or relating to the Terms or the use of
the Products will be litigated exclusively in the Superior Court of California, County of Los
Angeles. You and Headspace Health consent to the personal jurisdiction of both courts.
13.14 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 and any disputes arising out of or relating to
these Terms or their subject matter, including tort claims.
13.15 SEVERABILITY
If any provision of these Terms is found unenforceable, then that provision will be severed from
these Terms and not affect the validity and enforceability of any remaining provisions.
These Terms are effective and were last updated on November 22, 2022.
Headspace Health is located at 2415 Michigan Avenue, Santa Monica, CA 90404.