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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