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. Healthways provides Internet-based patient health care information on this Site. By accessing or using this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting your personal information to Healthways, 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. Also, you agree that Healthways and your health plan may use information that you supply to Healthways for the purpose of providing you with personalized health information through this Site. These Terms of Use apply only to the use of and information collected through this Site and not to information collected offline or through any other websites (even if affiliated with Healthways).

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

Section 1. PROGRAM PARTICIPATION; NO MEDICAL ADVICE.

  1. No Medical Advice. This Site is designed for educational purposes only. It is intended to supplement, not to replace, consultation with a physician. Although Healthways staff may include medical practitioners (including without limitation, physicians, pharmacists, nutritionists, nurses, nurse practitioners, and other health care professionals), none of these health care professionals will provide health care services to you and they should not be considered to be in a physician-patient, clinical or treatment relationship with you. None of the practitioners on Healthways staff should be considered to be your treating or care giving health care professional. YOU SHOULD NOT USE INFORMATION FROM THIS SITE OR HEALTHWAYS STAFF TO DIAGNOSE OR TREAT A HEALTH PROBLEM OR DISEASE. THE INFORMATION PROVIDED THROUGH THIS SITE OR FROM HEALTHWAYS STAFF IS NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, WARNINGS, DRUG INTERACTIONS, ALLERGIC REACTIONS, OR ADVERSE EFFECTS. THE CONTENT PROVIDED ON THIS SITE OR FROM HEALTHWAYS STAFF IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR MEDICATION. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THIS SITE OR HEALTHWAYS STAFF IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THIS SITE! IN AN EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.
  2. Exercise Programs. If your use of this Site involves exercise, please consult with a physician prior to beginning any exercise or exercise program. When undertaking any exercise activity, there is a risk of injury. Although Healthways tries to outline the safest and most effective methods of fitness training, Healthways cannot prevent injuries from occurring. You should be healthy and familiar with the proper form, techniques, and preparation for the exercises you undertake and the equipment you use. Always use safe techniques and protective equipment when engaging in exercise. If you are unfamiliar with the proper and safe techniques and equipment for the exercises you intend to perform, please seek advice and assistance before performing them. If you are in poor health, or are handicapped, ask for the opinion of your physician or health care provider and exercise only under qualified supervision. Discontinue exercising if you experience any light headaches, dizziness, shortness of breath, or discomfort and consult your physician or other health care provider. Healthways is not responsible or liable for any injury that may result from improper use of its training programs. Healthways assumes no liability or responsibility for damage or injury to persons or property arising from any use of any product, information, idea, or instruction contained in the materials provided to you. BY USING THIS SITE, YOU AGREE TO ACCEPT ALL RISKS ASSOCIATED WITH THE PROGRAMS DESCRIBED HEREIN AND THAT YOU WILL NOT HOLD HEALTHWAYS LIABLE OR RESPONSIBLE FOR ANY INJURY THAT MAY OCCUR.

Section 2. GENERAL INFORMATION ABOUT THIS SITE.

  1. Employer, Health Plan, or Sponsoring Organization Subscription Offering. If applicable, you may have been provided a membership from your employer, health plan, or sponsoring organization for a limited time period dependent upon the nature of the agreement your employer, health plan, or sponsoring organization has entered into with Healthways. Your membership is contingent upon these terms. In the event that you no longer are employed or receive services from your employer, health plan, or sponsoring organization, your membership may be terminated without notice.
  2. Your Responsibilities: (i) Deciding whether to follow care advice offered by Healthways (in consultation with your physician or qualified health care professional when appropriate); (ii) providing Healthways with information necessary to carry out its services; (iii) submitting any forms that are necessary to participate in Healthways' program; (iv) giving accurate clinical or health condition information to Healthways; (v) supplying accurate contact information, and notifying Healthways of changes in this information; (vi) advising your treating practitioner of your participation in the Healthways programs; (vii) notifying Healthways and your treating practitioner of any decision to revoke consent or dis-enroll from Healthways' programs; and (vii) complying with Healthways' applicable policies (including refraining from the provision of any misleading information or misuse of the Site or Healthways' services).
  3. Site 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.
  4. Information from Others; Advertisements. This Site may include or provide links to other websites on the Internet that Healthways does not control. 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. Healthways is not responsible for the nature, quality or accuracy of the content or opinions expressed on such websites and such websites are not investigated, monitored or checked for quality, accuracy or completeness by Healthways. Inclusion of any linked website on this Site does not imply or express an approval or endorsement of the linked website by us, or of any of the content, opinions, products or services provided on these websites. Even if an affiliation exists between the Site and a third-party website, each of these linked sites maintains its own independent privacy and data collection policies and procedures. While Healthways expects its partners and affiliates to respect the privacy of our users, Healthways cannot be responsible for the actions of third parties. If you visit a website that is linked to from the Site, we encourage you to consult that website's privacy policy before providing any personal information and whenever interacting with any website.

Section 3. RESTRICTIONS ON THE USE OF THIS SITE.

  1. User Responsibility for Account Use. You may NOT share your password or account with others or to any third party. You must notify Healthways at Healthways, Inc., 701 Cool Springs Blvd., Franklin, TN 37067, Attn: Privacy Officer and Corporate Counsel, of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including but not limited to loss, theft or unauthorized disclosure of your password. You are responsible for all usage or activity on this Site. Any fraudulent, misleading, abusive, or illegal activity may be grounds for termination of your account, at Healthways' sole discretion, and Healthways may refer you to appropriate law enforcement agencies.
  2. Copyright and Trademarks. The contents of this Site, including but not limited to text, graphics, images and software ("Content"), are protected by intellectual property laws of both the United States and foreign countries, 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.
  3. 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.
  4. User Conduct. In using the Site, you agree that you shall not:
    • Delete, modify, hack or attempt to change or alter any of the Content on the Site;
    • Use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Site or servers or networks connected to the Site, or take any other action that interferes with other parties' use of the Site;
    • Use any robot, spider or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for purposes other than for a generally available search engine;
    • Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;
    • Use any material or information, including text, images or photographs, which are made available through this Site in any manner that infringes any copyright, trademark, patent, trade secret, rights of publicity or other proprietary right of any party;
    • Violate any Healthways policies, code of conduct or guidelines for Site participation or otherwise misuse the Site or Healthways services.
  5. Interactive Areas. Healthways may provide interactive forums, chat rooms, blogs, news groups, bulletin boards and other interactive areas ("Interactive Areas") on this Site. Interactive Area postings do not necessarily represent the professional advice or opinions of Healthways or its staff. Healthways does not assume any responsibility for the truthfulness, accuracy, or reliability of any material posted on any Interactive Area, or of consequences of any Interactive Area communications on or arising from use of this Site. Because information posted in the Interactive Areas cannot be protected from disclosure, please refrain from posting any information that you perceive to be confidential on the Interactive Areas. You are not allowed to upload, post or transmit any materials, data or media that includes your personal health information ("PHI") or the PHI of any third party. ANY RELIANCE ON CONTENT POSTED IN AN INTERACTIVE AREA IS AT YOUR OWN RISK.
  6. You are responsible and liable for all activities conducted by you in such Interactive Areas and for the content of your messages. You shall be solely responsible for ensuring that you do not act in any manner which constitutes, or forms a part of a course of conduct amounting to, a violation of any state, federal or other applicable competition law. If you violate these Terms of Use, you may have your access to the Interactive Areas suspended and may permanently be banned from using such Interactive Areas. You specifically agree that you will not use the Interactive Area in connection with advertisements, the sale or purchase of goods or services, surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); defame, abuse, stalk, threaten or otherwise violate the legal rights of any third party; publish, post, upload, distribute or disseminate any inappropriate, profane, obscene, indecent or unlawful topic, name, material or information. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

    Healthways has no obligation to monitor any Interactive Areas on this Site. However, Healthways reserves the right to review, reprint, modify, distribute, use, remove or delete any posts in the Interactive Areas, regardless of whether such communication(s) violate these Terms of Use. Healthways reserves the right at all times to disclose any information as Healthways deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Healthways' sole discretion. Healthways is not obliged to maintain back-up copies of any material submitted or posted on this Site.

  7. Parental Permission. USERS LESS THAN 18 YEARS OF AGE MUST OBTAIN PARENTAL PERMISSION PRIOR TO ANY USE OF THE SITE. The parent or guardian assumes full responsibility for the interpretation and use of any information or suggestions provided through this Site for the minor. Adults should not assist unauthorized children to access the Site.

Section 4. PRIVACY POLICIES.

  1. Privacy Policy. Healthways collects and may transmit personally identifiable information about users through this Site only when the user voluntarily provides such information. For example, the input of personal information is necessary for you to activate a user account. Additional health and lifestyle information is required to set up a Health Improvement Plan.
  2. Email Communications. You acknowledge and hereby consent that your email address provided during the registration process will be the email address Healthways will use for all Site-related communications with you. In addition, scattered throughout this Site are links or forms that can be used to contact Healthways so you can comment, make a complaint, make suggestions and ask questions. An email address is required on this form so we can answer your questions. Healthways may put information from such correspondence on file, but does not currently share, sell, license or transmit this information with third parties without express authorization from you.
  3. Your Information. The information you provide is not a medical record. Such information, however, will be treated as private and confidential consistent with applicable law and by Healthways' contracts with its customers. Healthways may use and disclose your information to perform its services and as permitted by law and its contracts with its customers. Neither Healthways nor your health plan will sell your medical information, but either may use and sell general aggregate information without personally identifiable information, to the extent permitted by Healthways' contracts with its customers and applicable law.
  4. EEOC GINA Consent. I understand that completion of this health assessment is voluntary. If I choose not to participate or do not give my permission, I understand that I may not be able to receive Program incentives (if offered). I further understand that answering some questions may be considered disclosure of genetic information. Answering these questions is completely voluntary. I understand that I may choose to skip past any question. I understand that by answering the questions, I am authorizing Healthways to use this information to provide wellness services on behalf of my employer or health plan, as applicable. I also understand that if I choose to answer any genetic questions, my health and genetic information will not be sold, exchanged, transferred, or otherwise disclosed except to the extent permitted by law to carry out specific activities related to the wellness program.
  5. Encryption Technology. This Site incorporates safeguards to protect the security, integrity and privacy of the personal information Healthways has collected. This Site uses Secure Socket Layer ("SSL") encryption technology to enhance data privacy and help prevent loss, misuse or alteration of the information under Healthways' control and MD5 encryption algorithm to store passwords. While on a secure page, the lock icon on the bottom of Internet browsers such as Microsoft Internet Explorer and Mozilla Firefox becomes locked, as opposed to unlocked, or open, when you are just "surfing". This encryption technology, however, does not absolutely guarantee or safeguard the total privacy of user information that has been voluntarily disclosed to this Site. Please note that your email, like most, if not all, non-encrypted Internet communications, may be accessed and viewed by other Internet users, without your knowledge and permission, while in transit to Healthways. Healthways cannot and does not ensure or warrant the security of any information you transmit through this Site. While Healthways uses commercially reasonable security measures to prevent unauthorized persons from accessing Healthways files or tampering with this Site, Healthways cannot guarantee that these efforts will always be successful.
  6. Employer Health Plans. Use of this Site may be offered to you by your employer as part of a health plan it sponsors or as a service for all or a portion of its employees. To the extent permitted by law, Healthways may disclose personal health information that identifies you to your employer sponsored health plans, which must keep the information confidential and only use it for plan administration purposes.
  7. Aggregate Information. Healthways also may use your profile 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.
  8. 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.
  9. Third Party Privacy Policies. 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.
  10. Disclosure of Customer 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.

Section 5. DISCLAIMERS; LIMITATIONS ON LIABILITY AND CLAIMS.

  1. 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.
  2. No Warranties. Neither Healthways nor your health plan makes 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.
  3. 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.
  4. 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.
  5. 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.

Section 6. GOVERNING LAW; DISPUTE RESOLUTION.

  1. 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, to the extent not controlled by the such laws, the laws of the State of Tennessee, without regard to conflicts of laws principles thereof.
  2. 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.

  1. 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.
  2. 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.

Section 7. MISCELLANEOUS.

  1. 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.
  2. 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.
  3. Any notice to Healthways shall be given in writing and sent by certified and registered mail to Healthways, Inc., 701 Cool Springs Blvd., Franklin, TN37067, Attn: Corporate Counsel.
  4. 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