Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and OmniWell, Inc. (“Company,” “we,” “our,” or “us”) governing your use of the JustVentNow website and services (collectively, the “Service”).

BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

JustVentNow provides an anonymous platform connecting users (“Callers”) with empathetic listeners (“Listeners”) via phone for emotional support conversations. Sessions are time-limited, paid services offered in various durations (5, 15, or 30 minutes).

CRITICAL UNDERSTANDING: THIS IS NOT THERAPY, COUNSELING, OR MEDICAL TREATMENT.

JustVentNow provides peer-to-peer emotional support only. Our Listeners:

• Are NOT licensed therapists, counselors, psychologists, or medical professionals
• Do NOT provide therapy, counseling, or medical advice
• Do NOT diagnose, treat, or prescribe for any medical or mental health condition
• Are trained in empathetic listening skills only

The Service is NOT a substitute for professional medical, psychiatric, psychological, or therapeutic care.

3. Eligibility

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into this binding agreement
• You are not prohibited from using the Service under applicable law
• All information you provide is accurate and truthful

5. User Accounts and Payment

5.1 No Account Required

JustVentNow does not require account creation. Sessions are purchased on a per-use basis without registration.

5.2 Payment Terms

All payments are processed through Stripe, Inc., a third-party payment processor. By making a payment, you agree to:

• Pay the stated price for the selected session type
• Provide accurate and complete payment information
• Stripe's Terms of Service and Privacy Policy

5.3 Waitlist and Authorization Holds

When all Listeners are currently busy, you may choose to join a 10-minute waitlist. By joining the waitlist, you authorize a temporary hold on your payment method for the session amount. This is an authorization hold only and is not a charge.

If you are connected to a Listener within the 10-minute window, the authorization is captured and becomes a standard charge for the session.

If you are not connected (due to timeout or cancellation), the authorization hold is voided automatically. Your card is never charged and no refund is necessary. A temporary pending authorization may appear on your statement during the waiting period, but it will be released by your card issuer, typically within 1–3 business days.

You may cancel your waitlist position at any time during the 10-minute window at no cost.

5.4 Pricing

All prices are listed in U.S. Dollars (USD) and are subject to change at our discretion. Current pricing:

• Quick Vent (5 minutes): $9.99
• Standard Vent (15 minutes): $24.99
• Deep Vent (30 minutes): $44.99
• Grandma's Ear (15 minutes): $29.99

5.5 Refund Policy

All sales are final. Due to the instant, real-time nature of the Service, we do not offer refunds once a session has begun or you have been connected to a Listener.

Waitlist Sessions: If you joined the waitlist and were not connected to a Listener (due to timeout or cancellation), your card is never charged. No refund is necessary because no payment was captured.

Technical Failures: If you experience a verifiable technical failure that prevents connection to a Listener (e.g., payment processed but call fails to connect), you may submit a request through our Contact Us page within 24 hours. We will investigate and may issue a refund or credit at our sole discretion.

No Refunds For:

• Dissatisfaction with the Listener or conversation quality
• Change of mind after a session begins
• User-initiated disconnections
• Unused session time (sessions are time-limited, not content-based)
• Failure to answer your phone when called

6. SMS Notifications for Listeners

JustVentNow may send SMS notifications to Listeners (independent contractors) to alert them when clients need service and no Listeners are currently online.

6.1 Consent

By enabling SMS notifications in your Listener dashboard, you expressly consent to receive text message alerts from OmniWell, Inc. regarding service requests.

6.2 Message Frequency and Rates

Message frequency varies based on client demand. We limit SMS to a maximum of 50 messages per day per Listener. Standard message and data rates may apply depending on your mobile carrier and plan.

6.3 Opt-Out

You may opt-out of SMS notifications at any time by:

• Replying STOP to any SMS message received from JustVentNow
• Disabling SMS notifications in your Listener dashboard Settings

Opting out of SMS notifications will not affect your status as a Listener, but may reduce your opportunity to receive session requests when you are offline.

6.4 No Sharing

Your mobile phone number and SMS opt-in information will not be shared with third parties or affiliates for marketing or promotional purposes.

7. User Conduct

7.1 Prohibited Conduct - Callers

As a Caller, you agree NOT to:

• Harass, threaten, intimidate, or abuse Listeners
• Use sexually explicit, obscene, or offensive language toward Listeners
• Make threats of violence or harm
• Record conversations without explicit consent (illegal in many jurisdictions)
• Attempt to identify, contact, or locate Listeners outside the platform
• Use the Service for illegal purposes or to plan illegal activities
• Impersonate any person or entity
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to the Service or related systems
• Use the Service while under the influence of substances impairing judgment

7.2 Prohibited Conduct - Listeners

Listeners represent and warrant that they are at least 18 years of age. Listeners agree to:

• Provide empathetic, non-judgmental listening
• Maintain confidentiality of conversations
• NOT provide medical, legal, financial, or professional advice
• NOT diagnose, treat, or prescribe for any condition
• NOT record conversations
• NOT attempt to contact Callers outside the platform
• Immediately report safety concerns or Terms violations to JustVentNow
• Complete and acknowledge the Crisis Protocol training prior to accepting sessions
• Follow the Crisis Protocol when a caller expresses intent to harm themselves or others

7.3 Mandatory Reporting

Listeners are instructed to report to JustVentNow any disclosures of:

• Imminent danger to self or others
• Child abuse or neglect
• Elder abuse
• Any illegal activity that poses immediate danger

We may be required to report such information to law enforcement or authorities as required by law.

Listener Crisis Protocol: All Listeners are required to review and follow the JustVentNow Crisis Protocol, which provides step-by-step guidance for handling disclosures of self-harm, suicide, or threats to others. Failure to follow the Crisis Protocol may result in immediate removal from the platform.

8. Intellectual Property Rights

The Service, including all content, features, functionality, software, text, graphics, logos, and trademarks (“Company Content”), is owned by OmniWell, Inc. and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not:

• Copy, modify, distribute, or create derivative works of Company Content
• Reverse engineer, decompile, or disassemble any software
• Remove or alter any copyright, trademark, or proprietary notices
• Use Company Content for commercial purposes without written permission

9. Privacy and Confidentiality

Your use of the Service is governed by our Privacy Policy, incorporated by reference into these Terms. Key privacy points:

• We do NOT record conversations
• Phone numbers are masked via Twilio proxy
• No accounts or personal identification required
• Session metadata retained for accounting/fraud prevention only

Confidentiality is NOT Absolute: While we prioritize anonymity, confidentiality may be broken if:

• Required by law (subpoena, court order)
• Necessary to prevent imminent harm
• Mandatory reporting requirements apply (child/elder abuse)

10. Disclaimers and Limitations of Liability

10.1 Service “AS IS”

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do NOT warrant that:

• The Service will be uninterrupted, secure, or error-free
• Listeners will be available at all times
• Any particular result will be achieved through use of the Service
• Defects will be corrected
• The Service will meet your expectations or needs

10.2 No Medical or Professional Advice

THE SERVICE DOES NOT PROVIDE MEDICAL, PSYCHIATRIC, PSYCHOLOGICAL, THERAPEUTIC, LEGAL, OR PROFESSIONAL ADVICE. ANY INFORMATION OBTAINED THROUGH THE SERVICE IS FOR INFORMATIONAL AND EMOTIONAL SUPPORT PURPOSES ONLY.

You assume full responsibility for decisions made based on conversations with Listeners.

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OMNIWELL, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LISTENERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Service
• Any conduct or content of Listeners or other users
• Unauthorized access to or alteration of your communications
• Any advice, information, or statements obtained through the Service
• Any harm resulting from conversations with Listeners

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

10.4 Listener Conduct Disclaimer

While we vet and train Listeners, we do NOT:

• Guarantee the quality, accuracy, or helpfulness of any Listener
• Monitor or supervise individual calls
• Accept liability for Listener statements, advice, or conduct
• Guarantee any particular outcome from conversations

Listeners are independent contractors, not employees. We are not responsible for their actions or statements.

11. Indemnification

You agree to indemnify, defend, and hold harmless OmniWell, Inc., its officers, directors, employees, agents, Listeners, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your violation of any applicable laws or regulations
• Any content you provide or statements you make during sessions

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before filing a claim, you agree to contact us through our Contact Us page to attempt informal resolution. We will attempt to resolve disputes within 30 days.

12.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If informal resolution fails, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, rather than in court.

Arbitration Terms:

• Arbitration will be conducted in Lake County, Illinois, or remotely via video conference
• The arbitrator's decision is final and binding
• Judgment on the award may be entered in any court of competent jurisdiction
• You waive your right to a jury trial
• Discovery and appeal rights may be more limited than in court

12.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

12.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in court to prevent infringement of intellectual property rights.

13. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.

Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Lake County, Illinois, and you consent to personal jurisdiction in those courts.

14. Termination

We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, with or without notice, for any reason including:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Requests by law enforcement or government agencies
• Discontinuation or material modification of the Service

Upon termination, your right to use the Service immediately ceases. Termination does not relieve you of obligations incurred prior to termination.

15. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will:

• Update the “Last Updated” date at the top of this page
• Provide notice on our website for 30 days

Continued use of the Service after changes constitutes acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and OmniWell, Inc. regarding the Service and supersede all prior agreements and understandings.

18. Contact Information

If you have questions about these Terms, contact us:

19. Acknowledgment and Acceptance

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.