TERMS OF USE AND NOTICE OF PRIVACY PRACTICES
This website and the services offered through this website (collectively, this "Site") are operated and maintained by Healthways, Inc. and/or its affiliates (collectively, "Healthways"). Please read this agreement carefully before using this Site. By accessing or using this Site in any way, including, without limitation, browsing this Site, or using any information, you signify your understanding of and agreement to be bound by the terms, conditions, policies and notices contained on this page (these "Terms of Use"), including but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Tennessee law

Healthways retains all copyrights and other proprietary rights in or relating to this Site. Except for downloading and printing a small number of copies of the content for your personal use only, you may not sell, transfer, reproduce, transmit, distribute, perform, or display any portion of this Site without the express written consent of Healthways.

Healthways may revise and update these Terms of Use at any time. Please periodically review these Terms of Use as posted on this Site because your continued use of this Site after changes to these Terms of Use have been posted will mean that you accept those changes.

Section 1. GENERAL INFORMATION ABOUT THIS SITE.

a. Email Communications. You acknowledge and agree that your email address provided during the registration process, if any, will be the email address Healthways will use for all Site-related communications with you. You hereby consent to Healthways' use of your email address for all Site-related communications.

b. Healthways' Information. This Site strives to be a valuable resource of information for its users. However, Healthways cannot ensure that the information provided is exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic. This information is of a general nature and you are encouraged to review it with your personal physician. Users should never delay, ignore, or fail to obtain medical advice based on information obtained from this Site.

c. Information from Others; Advertisements. This Site may include or provide links to other websites on the Internet. These other web sites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. This Site also may contain advertisements by third parties, and these advertisements may contain links to other web sites. Unless otherwise specifically stated, Healthways does not endorse any product or make any representation regarding the content or accuracy of any materials contained in, or linked to, any advertisement on this Site.

IN PROVIDING SUCH LINKS AND/OR ADVERTISEMENTS, HEALTHWAYS DOES NOT INVESTIGATE THE CONTENT OF SUCH INFORMATION. HEALTHWAYS DOES NOT ENDORSE, GUARANTEE, WARRANT, OR RECOMMEND THE ACCURACY OF SUCH INFORMATION OR NECESSARILY SUBSCRIBE TO ANY SUCH OPINIONS OR RECOMMENDATIONS. FURTHER, TO THE EXTENT THAT YOU MAKE USE OF ANY LINK TO ANY OTHER WEB SITE ON THE INTERNET, THE DISCLOSURE, REPRODUCTION, SALE, OR DISTRIBUTION OF INFORMATION CONTAINED THEREON MAY BE PROHIBITED.

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Section 2. RESTRICTIONS ON THE USE OF THIS SITE.

a. User Responsibility for Account Use. You may NOT share your access to this Site with others or to any third party. You must notify Healthways at Healthways, Inc., 701 Cool Springs Blvd., Franklin, TN 37067, Attn: Privacy Officer, of any known or suspected unauthorized use(s) of this Site, or any known or suspected breach of security, including but not limited to loss, theft or unauthorized disclosure of your password to this Site, if any. You are responsible for all usage or activity on this Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at Healthways' sole discretion, and Healthways may refer you to appropriate law enforcement agencies.

b. Copyright and Trademarks. The contents of this Site, including but not limited to text, graphics, images and software ("Content"), are protected by copyright under both United States and foreign laws, and Healthways retains all right, title and interest in and to the Content, all copies thereof, and all copyrights and other proprietary rights therein. All trademarks and service marks used on this Site are proprietary trademarks and service marks of Healthways or its licensors.

c. Restrictions. Subject to your acceptance of these Terms of Use, Healthways authorizes you to view, download and/or print a small number of copies on the Content on this Site solely for your personal, noncommercial use, provided you keep intact all copyright and other proprietary notices. Otherwise, no Content from this Site may be reproduced, modified, republished, transmitted, displayed, performed, or distributed in any way. You may not modify, sell, assign, or transfer the Content or reproduce, display, distribute or otherwise use the Content in any way for any public or commercial purpose or otherwise except as expressly permitted herein. You may not reverse-engineer, disassemble, decompile, or create any derivative works based on the Content. Content is subject to change without notice at the editorial discretion of Healthways.

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Section 3. PRIVACY PRACTICES.

a. Privacy Policy. Healthways collects and may transmit personally identifiable information about members through this Site only when you voluntarily provide such information. The following policies apply solely to information collected or transmitted through this Site, and not to information collected offline or through any other websites (even if affiliated with Healthways).

b. Use of Personally Identifiable Information. Healthways, its colleagues, management and board members, will preserve the confidentiality of personal health information collected, and will only use, disclose and transmit personal health information to provide Healthways' services as permitted by law and its customer contracts. Each year all Healthways colleagues confirm their responsibility to preserve the confidentiality of personal health information. In addition, Healthways will ensure that only the minimum necessary number of Healthways colleagues will have access to personal health information.

c. Email Correspondence. Scattered throughout this Site may be links or forms that can be used to contact Healthways so you can comment, make a complaint, make suggestions and ask questions. Your email address is required on this form so we can answer your questions. Healthways may put information from email on file, but does not currently share, sell, license or transmit this information with third parties without express authorization from you.

d. Aggregate Information. Healthways also may use your information on an aggregate basis ? without personal identifiers ? to provide our editors with information that is useful in developing new features and content for this Site. Healthways reserves the right to perform statistical analyses of user behavior (on an aggregate basis) in order to measure interest in and use of the various areas of this Site.

e. Retention of Information. It is not possible for a user to delete his or her profile from Healthways' database, nor is it feasible to delete all traces of a user's activity in the system. However, you may access your information and update or modify the information by contacting us as described below.

f. Third Party Privacy Practices. Healthways may permit third parties to offer subscription and/or registration-based services through this Site. In this event, Healthways is not responsible for any actions or policies of such third parties and users should check the applicable privacy policy of such party before providing personally identifiable information.

g. Disclosure of Information Through Business Transfers. As Healthways continues to develop our business, Healthways may buy, merge or partner with other companies or businesses, and in so doing, acquire customer information. In such transactions, information collected through this Site may be among the transferred assets. Similarly, in the unlikely event that a portion or substantially all of Healthways' assets are sold or transferred to a third party, such information would likely be one of the transferred business assets.

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Section 4. DISCLAIMERS; LIMITATIONS ON LIABILITY AND CLAIMS.

a. Typographical Errors. Our goal is to provide complete, accurate, up-to-date information on our Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. This Site may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. Healthways therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

b. No Warranties. Neither Healthways nor your health plan make any representation or warranty concerning errors, omissions, delays or other defects in the information supplied to users, or that its files are free of viruses, worms, Trojan horses or other code that include or manifest contaminating or destructive characteristics.

c. Disclaimer. INFORMATION SUPPLIED BY HEALTHWAYS ON THIS SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS". NEITHER HEALTHWAYS, ITS SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR RESPECTIVE OWNERS, STAFF, OR AGENTS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTENTS OF THIS SITE OR INFORMATION FURNISHED BY THEM OR OUR AGENTS, EMPLOYEES OR REPRESENTATIVES AND SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR USE, APPLICATION AND PURPOSE.

d. Limitation of Liability. BY ENTERING OR USING THIS SITE, YOU HEREBY EXPRESSLY AGREE THAT HEALTHWAYS, YOUR HEALTH PLAN, AND THEIR RESPECTIVE PARENTS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, AS A RESULT OF YOUR USE OF THIS SITE OR ANY INFORMATION YOU OBTAIN ON IT OR ANY OTHER INTERACTION WITH THIS SITE. IN DOING SO, YOU AGREE THAT YOU ARE WAIVING VOLUNTARILY AND UNEQUIVOCALLY ANY LIABILITY OF HEALTHWAYS AND YOUR HEALTH PLAN. Please note that some jurisdictions may not allow the exclusion or limitation of certain warranties, so some of the above exclusions may not apply to you.

e. Limitation on Actions. Any claim or cause of action arising out of your use of this Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Healthways to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.

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Section 5. GOVERNING LAW; DISPUTE RESOLUTION.

a. Governing Law. These Terms of Use and the application of these provisions, disclosures and disclaimers and all other matters arising from your use of this Site or of any information you obtain from this Site shall be governed by the laws of the United States of America and the State of Tennessee.

b. Binding Arbitration. You agree that any dispute arising out of or relating in any way to your use of this Site requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Healthways' intellectual property rights, Healthways may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in Nashville, Tennessee, United States, in accordance with the rules of the American Arbitration Association ("AAA"), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys' fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms of Use, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law.

BECAUSE THE USE OF THIS SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS' DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

c. Arbitration Award. The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (i) to the non-exclusive jurisdiction of the courts of the State of Tennessee or to any Federal court located within the State of Tennessee for any action (1) to compel arbitration, (2) to enforce any award of the arbitrators, or (3) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (ii) to service of process in any such action by registered mail or any other means provided by law.
d. Jurisdiction; Venue. Should this Section 6 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Nashville, Tennessee, and you and Healthways hereby expressly consent to the exercise of jurisdiction by such courts.

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Section 6. MISCELLANEOUS.

a. No Medical Questions. Please do not send personal medical questions to Healthways through this Site. With respect to other communications to Healthways or its affiliates, Healthways does not guarantee that it will respond to all inquiries.

b. Severability. If any part of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of these Terms of Use will remain fully in force.

c. Notices. Any notice to Healthways shall be given in writing and sent by certified and registered mail to Healthways, Inc., 701 Cool Springs Blvd., Franklin, TN 37067, Attn: Corporate Counsel.

d. Acknowledgement. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS, DISCLOSURES AND DISCLAIMERS SET FORTH ABOVE ARE FAIR AND REASONABLE, AND THAT YOUR AGREEMENT TO FOLLOW AND BE BOUND TO THEM IS NOT THE RESULT OF FRAUD, DURESS OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY. BY USING THIS SITE OR ANY SERVICES OFFERED ON THIS SITE, YOU ACKNOWLEDGE AND CONFIRM THAT (I) YOU HAVE READ AND UNDERSTAND ALL OF THE ABOVE AGREEMENT, TERMS, POLICIES, PROVISIONS, DISCLOSURES AND DISCLAIMERS, (II) THAT THESE TERMS OF USE HAS THE SAME FORCE AND EFFECT AS A SIGNED, WRITTEN AGREEMENT, AND (III) THAT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF USE.

© Healthways, Inc.

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