Terms of Service

These Terms of Service (“Terms”) govern your use of our online interfaces and digital properties, e.g., websites, subdomains, our Member Portal, and mobile applications (collectively, the “Platform”) owned and controlled by Onlife Health, Inc. (“Onlife”, “we”, “our”, or “us”). Onlife is a provider of health coaching services, including services that are provided electronically via the Platform. Please read these Terms carefully before you start to use the Platform. . Your use of the Platform constitutes your acceptance and agreement to all such terms, conditions, and notices.

BY USING THE PLATFORM AND/OR BY CLICKING “AGREE” TO THE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE AND ONLIFE HEALTH’S PRIVACY POLICY, FOUND AT https://onlifehealth.com/privacy-policy (“Privacy Policy”).

If you do not agree to these Terms or the Privacy Policy, you must not access or use the Platform.

1. NO MEDICAL ADVICE AVAILABLE VIA THE PLATFORM; NOT FOR USE IN CASE OF EMERGENCY.

Onlife provides health coaching services through certified coaches, as well as other health plan benefit management services. Neither Onlife nor its coaches provide clinical services via the Platform, and no medical or psychological advice is offered via the Platform. Further, Onlife’s Platform and services are not for medical or mental health emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Platform. If you believe you have an emergency, call 9-1-1 immediately. If you are experiencing suicidal or self-harm thoughts or tendencies, you should immediately call the National Suicide Hotline at 9-8-8. The Platform, including the information found on the Platform, is for informational purposes only and does not constitute professional medical or psychological advice, diagnosis, treatment, or recommendations of any kind by Onlife.

2. GRANT OF LIMITED LICENSE.

Onlife hereby grants you a limited, non-exclusive, non-assignable and non-transferable license to access and use the on-line services available through our Platform, provided and expressly conditioned on your agreement and satisfaction of these Terms. This license may be revoked by Onlife Health in whole or in part, at any time, with or without cause.

3. ACCESS.

Certain portions of our Platform and certain information and data on the Platform (“Content”) will be accessible only to users previously identified to Onlife by such users’ health plans or employee benefit plans, and who log in to register their account (“Registered Users“). You may not access such portions of our Platform or such Content unless you are a Registered User. You may not permit any other person to access the Platform or the Content using your user identification or password. All information you provide to Onlife must be current, accurate, and complete. You are responsible for any acts or omissions relating to your use of the Platform, and for any damages incurred as a result thereof.

4. OWNERSHIP.

(a) Subject to applicable laws and regulations, all of the Content available on the Platform is valuable, exclusive property of Onlife or its licensors, licensees or third-party providers and includes various forms of intellectual property, including, without limitation, copyrights, trademarks, and service marks (the “Intellectual Property”). This Intellectual Property includes, but is not limited to, logos, page headers, graphics, buttons, and other icons. Notwithstanding anything to the contrary herein, nothing in these Terms shall be construed as transferring or assigning any ownership rights to you or any other person or entity in any Intellectual Property. (b) Except as expressly permitted in these Terms, you may not copy, reproduce, republish, store, upload, post, transmit, analyze, adapt, reformat, print, distribute, commercially exploit, or publicly display the Content or Intellectual Property or any portion thereof in any manner whatsoever without prior written consent from Onlife. You may not remove, reproduce, alter, use, display, modify, copy, or obscure any copyrighted material, trademark, service mark, legal or proprietary notices in or on any portions of the Content.

5. RESTRICTIONS.

You agree to use the Platform and the Content for lawful and permitted purposes only. You agree not to post or transmit any information through the Platform which: (1) infringes the rights of others or violates their privacy or publicity rights; (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent, or otherwise objectionable; or (3) is protected by copyright, trademark, privacy laws or other proprietary right without the express permission of the owner of such right. You shall be solely liable for defending against and for any damages resulting from any infringement of copyright, trademark or other legal or proprietary right, or any other harm resulting from any uploading, posting or submission. You shall indemnify Onlife in accordance with Section 17 for any claims or actions brought by third parties who allege that you have violated this Section 5. ONLIFE, ITS LICENSORS AND THIRD-PARTY PROVIDERS CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF CONTENT TRANSMITTED, MONITORED, STORED OR RECEIVED USING THE PLATFORM. THE ONLY PERMITTED USE BY YOU OF THE PLATFORM AND THE RELATED CONTENT IS YOUR PERSONAL USE. ANY OTHER USE OF THE PLATFORM IS CONSIDERED A VIOLATION OF THESE TERMS.

6. SUBMISSIONS.

(a) Any suggestions, ideas, notes, drawings, concepts or other purportedly original or novel conceptions or theories of any kind submitted to Onlife (collectively, “Ideas“) shall be deemed, and shall remain, the sole and absolute property of Onlife. Except as set forth in our Privacy Policy, none of the Ideas shall be subject to any obligation of confidence on the part of Onlife, and Onlife shall not be liable for any use or disclosure of any Ideas. Without limiting the foregoing, Onlife shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the universe and shall be entitled to unrestricted use, not inconsistent with our Privacy Policy, of the Ideas for any purpose whatsoever, commercial, or otherwise, without compensation to the provider of the Ideas. (b) You hereby grant to Onlife a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in the forums on the Platform or any e-mail sent by you to Onlife (in whole or in part) and to incorporate it in other works in any form, media or technology now known or later developed, except to the extent any of the foregoing would be inconsistent with the Privacy Policy of Onlife.

7. CHANGES TO THESE TERMS.

Onlife reserves the right to modify these Terms and the Content and features of the Platform without prior notice to you. The date these Terms were most recently updated will be set forth at the top of this page. You should, therefore, periodically visit this page to review the current Terms so that you are aware of any such revisions to which you are bound.

8. CONSENT TO COMMUNICATIONS.

When you use the Platform or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically and you therefore consent to receive communications from us electronically. You agree that: (a) all agreements and consents can be signed electronically; and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Onlife may contact you by telephone, mail, or email to verify your account information. Onlife may request further information from you, and you agree to provide such further information to ensure that you have not fraudulently created your account. If you do not provide this information in the manner requested within fourteen (14) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform until you provide the information to us as requested.

By logging in to the Platform and confirming and/or updating your mobile number, you are agreeing to be contacted by or on behalf of Onlife at the mobile number you have provided, including calls and text messages, to receive informational, service-related (e.g., progress tracking, reminders, etc.) communications relating to the Platform. Message and data rates may apply. To stop receiving text messages from us, reply with the word STOP. We may confirm your opt out by text message. Please note that by withdrawing your consent some Platform features may no longer be available to you. Keep in mind that, if you stop receiving text messages from us, you may not receive important and helpful information and reminders about your services.

You may edit your communication preferences at any time by logging into the Platform and selecting “Settings”.

Onlife is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography And Marketing Act (“CAM-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at support@OnlifeHealth.com.

9. PASSWORD DISCLOSURE.

If, at any time, you learn or suspect that your user name or login password has been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify Onlife via e-mail at support@OnlifeHealth.com or in writing.

10. WEBSITE / LOGIN & PASSWORD SUPPORT.

For questions relating to account creation, keycode, updating your account, retrieving your password, privacy, security, and other aspects of this site or to communicate a complaint regarding the services provided, please contact Onlife at support@OnlifeHealth.com.

11. HEALTH COACHING SUPPORT.

For health coaching support, please contact Onlife Participant Services at 877-709- 0201.

12. OPT OUT OF REGISTRATION.

If you choose to opt-out of registration or no longer want to use the services offered by Onlife, you may opt-out of the program by contacting Participant Services at 877-709-0201.

13. DELAYS OR INTERRUPTIONS IN SERVICES.

Neither Onlife nor any of its licensors, licensees, and third- party providers (including their officers, directors, employees, affiliates, agents, representatives, or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from the unavailability of the Platform or the Content therein. Onlife shall have no responsibility to provide continuous access to the Platform.

14. Monitoring.

Subject to applicable laws and regulations, including those governing the privacy of health information, you acknowledge and agree that Onlife may monitor any and all transmissions sent or received through the Platform. Onlife, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor, or prohibit the transmission or receipt of, or delete or block access to, any material which Onlife deems inappropriate or objectionable or in violation of any term or condition of these Terms.

15. DISCLAIMER OF WARRANTIES.

YOU ACKNOWLEDGE THAT CERTAIN OF THE CONTENT PROVIDED THROUGH THE PLATFORM ORIGINATES FROM SOURCES WHICH ARE BEYOND THE CONTROL OF ONLIFE. YOU RECOGNIZE THAT INACCURACIES MAY OCCUR AND ONLIFE AND ITS LICENSORS AND THIRD- PARTY PROVIDERS DO NOT WARRANT THE ACCURACY OR SUITABILITY OF THE CONTENT. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND CONTENT AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED TO YOU ON AN “AS IS”, “WHERE IS” BASIS. ONLIFE AND ITS LICENSORS AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION AND ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OR ADEQUACY TO PRODUCE ANY PARTICULAR RESULT.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AVAILABLE THROUGH THE PLATFORM, RESULTS OF THE SERVICES AND/OR ANY STATEMENTS MADE ABOUT ANY OF THE SERVICES AVAILABLE THROUGH THE PLATFORM HAVE NOT BEEN EVALUATED BY ANY U.S. OR OTHER GOVERNMENTAL AUTHORITY, AND THAT THESE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. THE INFORMATION AVAILABLE ON
ONLIFEHEALTH.COM IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED AS A SUBSTITUTE FOR SEEKING PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR CARE. ALL SPECIFIC MEDICAL QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION, TREATMENT, CARE OR DIAGNOSIS SHOULD BE PRESENTED TO A PROFESSIONAL HEALTHCARE PROVIDER.

ONLIFE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16. LIMITATION OF LIABILITY.

IN NO EVENT SHALL ONLIFE’S, ITS LICENSORS’ OR THIRD-PARTY PROVIDERS’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR NEGLIGENCE, INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE OF ONLIFE, OR OTHERWISE) ARISING FROM THE USE OF ANY PRODUCT AVAILABLE ON THE PLATFORM, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM, EVEN IF ONLIFE, ITS AFFILIATES , LICENSORS OR THIRD-PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE ABOVE LIMITATION OF LIABILITY SHOULD FAIL IN ITS ESSENTIAL PURPOSE FOR ANY REASON, THE MAXIMUM LIABILITY OF ONLIFE TO YOU WITH RESPECT TO YOUR USE OF ONLIFE’S PLATFORM AND SERVICES IS $500.00 (FIVE HUNDRED DOLLARS). THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS.

17. INDEMNIFICATION.

YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS ONLIFE, ITS LICENSORS, AND THIRD-PARTY PROVIDERS (INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) FROM AND AGAINST ALL CLAIMS BROUGHT BY ANY PERSONS ARISING FROM OR RELATING TO: (1) YOUR NEGLIGENT OR WRONGFUL ACCESS AND USE OF THE PLATFORM OR THE CONTENT; (2) YOUR BREACH OF THESE TERMS OR THE PRIVACY POLICY; (3) THE CONTENT OR SUBJECT MATTER OF ANY INFORMATION YOU PROVIDE TO ONLIFE; AND/OR (4) YOUR USE OR MISUSE OF THE PLATFORM, SERVICES, OR ANY INFORMATION POSTED ON THE PLATFORM.

18. PRIVACY.

You hereby acknowledge having read and accept and agree to all terms and conditions of Onlife’s Privacy Policy which is hereby incorporated into and made part of these Terms.

19. NO CONFLICTING TERMS.

If there is any conflict between these Terms and any other documents regarding the subject matter of these Terms or the services, products, or Content you access, acquire, or receive through the Platform, then the provisions of these Terms shall govern, whether such other documents are prior to or subsequent to these Terms, or are signed or acknowledged by any director, officer, employee, representative or agent of Onlife.

20. Attorney’s Fees.

If Onlife takes action and prevails (by itself or through its representatives) to enforce any of the provisions of these Terms, including collection of damages or any amounts due hereunder, or if Onlife prevails in defense of an action brought by you or your agent, Onlife shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney’s fees and any costs of any litigation.

21. GOVERNING LAW; LIMITATIONS; VENUE.

These Terms shall be governed by the laws of the State of New York. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Platform contemplated by these Terms must be instituted within one (1) year from the date upon which such claim or cause arose or accrued. Further, any such claim or cause of action may only be brought in the state or federal courts located in New York County, New York and you agree to submit to the exclusive personal jurisdiction of such courts. You agree to waive any objection that the state or federal courts of New York are an inconvenient forum.

22. JURISDICTIONAL ISSUES.

Access to and use of the Platform is limited exclusively to users located in the United States. Services are not available to users located outside the United States. Accessing the Platform’s services from jurisdictions where such services are illegal, or where we do not offer services, is prohibited. Software from the Platform may further be subject to United States export controls. No software from the Platform may be downloaded or otherwise exported or re-exported to a country or in a manner contrary to the laws and regulations governing such exports administered by the Departments of State, Commerce, or Treasury, or any other agency.

23. ASSIGNMENT.

You may not assign any rights, obligations, or privileges under these Terms without the prior written consent of Onlife. Any assignment other than as provided for in this Section shall be null and void.

24. SEVERABILITY.

If any provision of these Terms is found unlawful or unenforceable in any respect, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

25. ENTIRE AGREEMENT.

THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN ONLIFE AND YOU PERTAINING TO THE SUBJECT MATTER HEREOF.

26. NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIM.

Onlife, pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate your license to use the Platform and any services or Information provided through the Platform, if it determines in its sole and absolute discretion that you are involved in any activity which may be infringing, including alleged acts of first time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Onlife accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), as amended, Onlife has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Onlife’s designated agent to receive notification of claimed infringement is:

Pager, Inc.
Attn: Legal Dept.
169 Madison Ave., #2170
New York, NY 10016

Any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark, or other proprietary right, should be sent to Onlife’s designated agent, listed above, and must include the following elements:

A. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.

B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site. Similarly for other types of infringing materials, a list of such materials.

C. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

D. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and/or electronic mail address.

E. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.

F. A statement that the information on the notification is accurate, and under penalty of perjury, that the complaining part is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.

27. CONSENT TO ELECTRONIC SIGNATURES.

YOU CONSENT TO USE OF ELECTRONIC SIGNATURES WITH DOCUMENTS RELATED TO THESE TERMS. YOU ARE AWARE THAT SUCH CONSENT TO THE USE OF ELECTRONIC SIGNATURES IS APPLICABLE TO TRANSACTIONS CONSUMMATED USING THE PLATFORM. YOU MAY WITHDRAW YOUR CONSENT TO USE OF ELECTRONIC SIGNATURES BY PROVIDING A NON-ELECTRONIC SIGNED WRITING WITHDRAWING SUCH CONSENT TO ONLIFE. YOU MAY OBTAIN A PAPER COPY OF ANY ELECTRONIC RECORD BY VISITING ONLIFE AND REQUESTING SUCH A PAPER DOCUMENT, ALTHOUGH COPY EXPENSES MAY APPLY. YOU ARE AWARE THAT YOU ARE RESPONSIBLE FOR ALL HARDWARE AND SOFTWARE REASONABLY NECESSARY TO ACCESS THE SERVICE AND TO USE THE ELECTRONIC SIGNATURE FUNCTION.

For the purpose of these Terms, “Electronic Signature” means an electronic symbol or process attached to or logically associated with a document or record and executed or adopted by you with the intent to sign the record.

You may contact Onlife with questions concerning these Terms at support@onlifehealth.com.