1. Agreement to these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and DateWell, Inc., a Delaware corporation with its principal place of business in San Francisco, California (“DateWell”, “we”, “us” or “our”). They govern your access to and use of the DateWell mobile application, the website at datewell.io, and the concierge services we provide through them (together, the “Service”).

By creating an account, tapping “I agree”, or otherwise accessing or using the Service, you accept these Terms, our Privacy Policy, and, once you have accepted it in the app, the Concierge Authorization Agreement. Each of those documents is incorporated into these Terms by reference. If you do not agree, do not use the Service.

PLEASE READ SECTION 21 CAREFULLY. IT REQUIRES THAT DISPUTES BETWEEN YOU AND DATEWELL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT WITHIN THIRTY DAYS OF FIRST ACCEPTING THESE TERMS.

2. What DateWell is, and is not

DateWell is a personal concierge for your dating life. Through a conversation with your concierge, we propose, arrange and book dates, reservations, deliveries such as flowers and gifts, experiences, occasions and trips for you, in the markets where we operate. Some of that work is done by people on our team and some by software, including artificial-intelligence systems, as described in Section 9.

DateWell is not a dating, matchmaking or introduction service. We do not introduce members to one another, verify the identity or intentions of the people you choose to see, or take any responsibility for your relationships or for how any date goes. The Service does not provide medical, legal, financial, safety or other professional advice.

Parts of the Service may be offered as a beta, preview or test release, including through Apple’s TestFlight. Those features may be incomplete, may change without notice, and are provided for evaluation only.

3. Eligibility

You may use the Service only if you are at least 18 years old, are legally able to enter into a binding contract, are located in the United States, and are not barred from using the Service under applicable law. By using the Service you represent that these things are true. We may require proof of age or identity and may refuse, suspend or close any account at our reasonable discretion.

4. Your account and mobile number

You sign in with your mobile number. We send a one-time verification code by SMS each time you sign in, and you consent to receiving those messages and to service messages about your bookings and account. Message and data rates may apply. You must use a number you control, keep your device secure, and tell us promptly at hello@datewell.io if you change your number or believe your account has been used without permission. You are responsible for everything done through your account until you tell us otherwise.

Each member may hold one account. You may not share it, transfer it, or use the Service on behalf of anyone else.

5. Membership, fees and automatic renewal

DateWell is a paid membership. The membership tiers available, the price of each, and what each includes are shown in the app and at datewell.io at the time you subscribe.

AUTOMATIC RENEWAL. Your membership renews automatically at the end of each billing period (monthly, unless a different period is shown when you subscribe) and the membership fee for the next period is charged to your payment method on file at the then-current price, until you cancel. You may cancel at any time from Membership in the app or by emailing hello@datewell.io. Cancellation takes effect at the end of the current billing period; you keep access until then. Membership fees are billed in advance and are not refunded or prorated for partial periods, except where the law requires otherwise.

We may change membership prices for future periods. We will give you at least 30 days’ notice by email or in the app before a price change takes effect, and you may cancel before it does. Promotional pricing and free trials are subject to the terms stated when they are offered; unless we say otherwise, a trial converts to a paid membership at the price shown when it ends. Fees exclude taxes, which we add where required.

If a payment fails, we may retry it, ask you for another payment method, and suspend the Service until the fee is paid.

6. Purchases we make for you, and reimbursement

Restaurant deposits, flowers, gifts, tickets, hotel rooms, transport and similar third-party purchases are not included in your membership fee. When you approve a plan or ask us to handle a purchase, you authorize us to pay the third party on your behalf and agree to reimburse us for what we paid.

We bill third-party purchases at cost. We do not add a mark-up unless we tell you about a fee in the app before you approve. Each reimbursement is itemised in an invoice in the app, showing what was bought, from whom and for how much, together with any receipt we have. Invoices are due on receipt. Where you have a payment method on file and have authorized it, we may charge the invoice to that method when it is issued; otherwise you must pay it within 7 days.

Before committing to a purchase we may ask you to confirm a budget, pre-authorize an amount, or pay in advance, and we may decline any purchase at our discretion. Third-party prices, availability and refund terms are set by the third party and may change before a purchase is completed; where a refund is issued to us we pass it on to you. If you dispute an invoice, tell us within 30 days of the invoice date and we will work through it with you.

7. Bookings, cancellations and venue penalties

When you approve a plan, we make reservations and bookings in your name under the Concierge Authorization Agreement, which you accept in the app before we book anything for you. In summary: venues set their own deposit, cancellation and no-show terms, which we show you before you approve; if a venue charges a no-show, late-cancellation or similar penalty in connection with a booking we made for you, that amount is charged to your payment method on file, at cost; and changes and cancellations must go through your concierge, not directly to the venue. Please read the Agreement, which forms part of these Terms and controls in the event of any conflict on those subjects.

8. Payment method and billing authorization

You must keep a valid payment method on file to use the concierge. Payments are processed by Stripe, Inc. under its own terms and privacy policy; we do not store your full card number. You authorize DateWell to charge your payment method on file for membership fees, fees you accept in the app, third-party purchases you approve, venue penalties under the Concierge Authorization Agreement, and applicable taxes, and to retry a declined charge. If you initiate a chargeback for a charge you authorized, we may suspend your account while it is resolved and recover any amounts that were properly due.

9. The concierge: people and software

Your concierge is a combination of people employed or engaged by DateWell and software systems, including large language models operated by third-party providers, that read your requests and profile, draft suggestions and plans, and remember your preferences. Every booking, purchase and charge is either made by a person or approved by you in the app first.

Suggestions may occasionally be inaccurate, out of date or unsuited to you. Check a plan before you approve it, and tell your concierge if something looks wrong. We do not guarantee that any table, room, ticket or item will be available, that a venue will honor a booking, or that we will respond within any particular time. We may decline any request that we consider unlawful, unsafe, deceptive, abusive, or contrary to our policies.

10. Information about other people

The Service works by learning about the people you are seeing: their names, tastes, dietary needs, addresses for deliveries, important dates and the like. When you give us that information you represent that you have the right to share it with us for the purpose of planning on your behalf, that it is accurate to the best of your knowledge, and that you will not provide more than the Service reasonably needs. We use it only to plan and book for you, as described in our Privacy Policy, and we share only what a venue or vendor needs to fulfil a booking or delivery. A person you have told us about may ask us to delete what we hold about them, and we will honor that request.

11. Acceptable use

You agree not to use the Service to:

• Break the law, or arrange anything unlawful or unsafe.
• Harass, stalk, threaten, surveil, deceive or harm anyone, including a person you have told us about, or use the Service to contact or locate someone who does not wish to be contacted.
• Provide false information about yourself, about another person, or about an occasion, or approve plans you do not intend to keep.
• Make or cancel bookings directly with a venue in a way that circumvents the Concierge Authorization Agreement, or use the Service for the benefit of anyone other than yourself and your guests.
• Resell, sublicense or commercially exploit the Service, or use it to compete with DateWell.
• Copy, scrape, reverse engineer, decompile or interfere with the Service, its security, or any third-party system it relies on, or access it by automated means.
• Abuse, threaten or discriminate against our concierges, venues, vendors or their staff. We may end a membership for conduct we consider abusive, unlawful or unsafe.

12. Venues, vendors, events and travel

Restaurants, hotels, florists, drivers, ticket sellers, event organizers and other vendors are independent businesses. We choose them with care, but we do not control them and are not their agent. Your reservation, purchase, ticket or stay is with the vendor, subject to its terms, and we are not responsible for its acts, omissions, pricing, quality, safety, cancellations or availability, or for any injury, loss or damage that occurs at a venue or event.

Trips and weekends away are arranged with third-party suppliers such as hotels, transport providers and tour operators, each under its own terms. You are responsible for identification, travel documents, insurance, health requirements and conduct while travelling. We are not a travel agent or tour operator and do not sell air transportation.

Recommendations, write-ups, ratings and event listings in the Service are opinions offered in good faith and may contain errors. Third-party websites and services we link to are not under our control.

13. Intellectual property and licence

The Service, including its software, design, text, venue write-ups, trademarks and other content, is owned by DateWell or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the app and website for your own membership. All other rights are reserved. You may not remove any proprietary notice or use our name or marks without our written permission.

You keep ownership of the information and content you give us. You grant DateWell a worldwide, non-exclusive, royalty-free licence to use, store, copy, process and share that content as needed to operate, secure and improve the Service and to comply with law, for as long as we hold it. If you send us ideas or feedback, we may use them without obligation to you.

14. Communications

We will send you service communications by SMS, push notification, email and in the app, including verification codes, plans awaiting approval, booking confirmations, reminders about important dates, invoices and receipts. These are part of the Service and you cannot opt out of them while your account is open, although you can adjust notification settings in the app. We may also send marketing messages, from which you can unsubscribe at any time; reply STOP to opt out of marketing SMS. Message and data rates may apply, and delivery depends on your carrier.

15. Additional terms for the Apple App Store

If you downloaded the app from Apple’s App Store, the following also apply. These Terms are between you and DateWell only, not Apple Inc. (“Apple”); Apple is not responsible for the app or its content. Your licence is limited to use on Apple-branded devices you own or control, as permitted by the App Store Terms of Service. DateWell, not Apple, is solely responsible for the app, for maintenance and support, for any product warranties, and for addressing any claim by you or a third party relating to the app, including product-liability claims, claims that the app fails to conform to legal or regulatory requirements, consumer-protection claims, and claims of intellectual-property infringement. If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price, if any; to the maximum extent permitted by law Apple has no other warranty obligation. You represent that you are not located in a country subject to a U.S. Government embargo or designated a “terrorist supporting” country, and are not on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third-party terms when using the app. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

16. Privacy

Our Privacy Policy, available at datewell.io/privacy.html and in the app, explains what personal information we collect, how we use and share it, including what we share with venues and with the AI providers that help run the concierge, and the choices and rights you have. By using the Service you acknowledge that policy.

17. Term, suspension and termination

These Terms apply from the day you first accept them until your account is closed. You may close your account at any time from Account in the app; your membership ends at the close of the current billing period. We may suspend or terminate your access, with notice where practical, if you breach these Terms, fail to pay, initiate an unwarranted chargeback, or if we reasonably believe your use presents a risk to DateWell, our concierges, venues or others.

When your account closes, fees already due remain payable, reimbursement invoices remain due, and bookings already made stay subject to the venue’s terms and the Concierge Authorization Agreement unless cancelled. Sections that by their nature should survive, including Sections 6 through 8, 10, 13 and 18 through 23, survive termination.

18. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, DATEWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT ANY SUGGESTION WILL BE ACCURATE OR SUITABLE, THAT ANY BOOKING WILL BE HONORED, OR THAT ANY DATE, GIFT, DELIVERY OR TRIP WILL MEET YOUR EXPECTATIONS. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

19. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, DATEWELL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND CONCIERGES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF VENUES, VENDORS, EVENT ORGANIZERS, TRAVEL SUPPLIERS OR OTHER MEMBERS, OR FOR ANYTHING THAT HAPPENS AT A VENUE, EVENT OR ON A TRIP.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IN ANY TWELVE-MONTH PERIOD IS LIMITED TO THE GREATER OF (A) THE MEMBERSHIP AND SERVICE FEES YOU PAID DATEWELL IN THAT PERIOD, EXCLUDING AMOUNTS PASSED THROUGH TO THIRD PARTIES, AND (B) ONE HUNDRED U.S. DOLLARS. These limitations are a fundamental basis of the bargain between you and DateWell. They do not limit liability that cannot be limited by law, including for gross negligence, fraud or wilful misconduct.

20. Indemnification

You will defend, indemnify and hold harmless DateWell and its officers, directors, employees, contractors and concierges from any claim, loss, liability, damage, cost or expense, including reasonable attorneys’ fees, arising out of or relating to your breach of these Terms, your violation of law or of a third party’s rights, information you give us about another person, or your conduct, or that of your guests, at any venue, event or on any trip we arranged.

21. Dispute resolution: informal resolution, arbitration and class-action waiver

Informal resolution first. Most concerns are resolved quickly by your concierge. If a dispute remains, you and DateWell agree to try to resolve it informally before starting any formal proceeding: the party raising the dispute will send a written notice describing it and the relief sought to hello@datewell.io (or, if from DateWell, to the email or number on your account), and the parties will make a good-faith effort to resolve it within 60 days.

Binding arbitration. If the dispute is not resolved informally, you and DateWell agree that any dispute, claim or controversy arising out of or relating to these Terms, the Concierge Authorization Agreement, the Privacy Policy or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, rather than in court. The Federal Arbitration Act governs this Section. The arbitrator will have exclusive authority to resolve any dispute about the interpretation, applicability or enforceability of this Section, and may award the same relief a court could award to the individual party. Arbitration will take place in San Francisco, California, or by video or written submission where the rules allow. AAA filing, administrative and arbitrator fees will be allocated under the Consumer Arbitration Rules; if your claim is for less than $10,000, DateWell will pay those fees unless the arbitrator finds the claim frivolous.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect intellectual-property rights or to stop unauthorized use of the Service.

Class-action and jury-trial waiver. YOU AND DATEWELL EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND EACH WAIVES ANY RIGHT TO A JURY TRIAL. If this waiver is found unenforceable as to a particular claim, that claim will be severed and proceed in court, and the remainder will proceed in arbitration.

Opt-out. You may opt out of this arbitration agreement by emailing hello@datewell.io with the subject line “Arbitration opt-out”, your name and the mobile number on your account, within 30 days after you first accept these Terms. Opting out does not affect any other part of these Terms.

Governing law and venue. These Terms and any dispute are governed by the laws of the State of California and applicable federal law, without regard to conflict-of-laws rules. Any proceeding that is not subject to arbitration will be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to their jurisdiction.

22. Changes to the Service and to these Terms

We may change, add to or discontinue any part of the Service at any time. We may also update these Terms. If a change is material we will notify you in the app or by email at least 14 days before it takes effect, and the updated Terms will apply from that date; continuing to use the Service after that date means you accept them. Changes to Section 21 will not apply to a dispute of which either party had notice before the change took effect. The current version is always available at datewell.io/terms.html and in the app.

23. General terms

These Terms, the Concierge Authorization Agreement and the Privacy Policy are the entire agreement between you and DateWell about the Service and supersede any earlier agreement. You may not assign these Terms; we may assign them to an affiliate or a successor to our business. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. Our failure to enforce a provision is not a waiver. We are not liable for delay or failure caused by events beyond our reasonable control. You agree to receive notices and agreements from us electronically, and that electronic acceptance in the app has the same effect as a signature. Notices to DateWell must be sent to hello@datewell.io.

Notice to California residents. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. The Service is provided by DateWell, Inc., San Francisco, California; you may reach us at hello@datewell.io.

24. Contact

DateWell, Inc., San Francisco, California. hello@datewell.io.