Be Well Solutions
Third-Party Provider Information and Introduction Terms

These Third-Party Provider Information and Introduction Terms describe the Be Well Solutions service offered by Wellspring.

Upon request, Wellspring may introduce Client to, or furnish information or contact information about, an independent third party who provides wellness, health, nutrition, fitness, mental wellbeing, addiction recovery, counseling, senior and aging-care, concierge medicine, security, or related services (each, a “Third-Party Provider”, and the related information, “Provider Information”).  Unless Wellspring expressly agrees otherwise in a separate written agreement, Wellspring’s role is limited to providing informational assistance and introductions; any engagement of a Third-Party Provider shall be directly between Client (or its designee) and the applicable Third-Party Provider, who is and shall remain independent of Wellspring.

Wellspring does not receive any referral fee, commission, rebate, revenue share, or other compensation from any Third-Party Provider in connection with Client’s engagement of such provider. Any Provider Information furnished by Wellspring is nonexclusive, and Client is free to engage any provider. Wellspring may add to, remove from, suspend, modify, or discontinue any Provider Information at any time.

Wellspring’s inclusion of a Third-Party Provider in Provider Information, or its facilitation of an introduction, does not constitute endorsement, certification, credentialing, approval, a preferred-provider designation, a guarantee of results, or a recommendation to engage any provider and is furnished solely for Client’s independent evaluation. Wellspring has no obligation to conduct any review, diligence, monitoring, or verification of any Third-Party Provider unless expressly agreed in a separate written agreement, and Client shall determine, in its sole judgment, whether a provider is appropriate and shall conduct such diligence as it deems necessary. Wellspring disclaims all representations and warranties, express or implied, regarding any Third-Party Provider.

Client represents, warrants, and covenants that it has obtained or will obtain all authority, approvals, and consents necessary to request Provider Information, engage Third-Party Providers, authorize services, share information with Wellspring and Third-Party Providers, and permit Third-Party Providers to communicate with, access, or provide services to Client.

Wellspring’s confidentiality obligations are as set forth in the “Confidentiality” section of Wellspring’s Client engagement letter. Client authorizes Wellspring to disclose to Third-Party Providers such information as Client requests or authorizes to facilitate introductions or evaluate potential services, and Wellspring shall not otherwise knowingly disclose such information except as required by law or legal process. Client represents that it has obtained all consents and authorizations required to share such information (including sensitive health, mental-health, addiction-recovery, minor or vulnerable-adult, security, or financial information), and once information is shared with a Third-Party Provider, its collection, use, security, retention, and further disclosure shall be governed by the agreements between Client and the Third-Party Provider and applicable law.

Wellspring shall not be responsible or liable for any act, omission, negligence, malpractice, misrepresentation, misconduct, breach, fraud, violation of law, loss, or damage of any Third-Party Provider or its personnel or for any indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or relating to Provider Information or any introduction to or engagement or use of a Third-Party Provider. Client knowingly and voluntarily assumes all such risks arising from its decision to contact, evaluate, engage, direct, or continue using any Third-Party Provider and, for itself and its affiliates, releases Wellspring and its affiliates and their respective directors, officers, managers, members, employees, and agents from all related claims, demands, causes of action, liabilities, damages, and expenses. These Terms do not limit any liability or rights that cannot be waived under applicable law, including under the Investment Advisers Act of 1940.

These Terms address only Provider Information, introductions, and related administrative assistance provided through Be Well Solutions. Nothing in these Terms modifies the Arbitration, Governing Law & Severability, or Limitation on Actions provisions of found in Wellspring’s Client Engagement Letter or any rights or liabilities that cannot be limited or waived under applicable law. In all other respects, this Letter remains in full force and effect.