The Effective Date of this Terms of Service is May 1, 2010 and is updated as of 11/03/2015.
This Terms of Service ("Agreement") is entered into by and between Onlife Health, Inc. ("ONLIFE") and you, the user ("you", "your", or "user"), and governs your use of the Onlife Health, Inc. Internet web site and related information, data, and other content on that web site ("Content"). The web site is available on the World Wide Web at the Uniform Resource Locator ("URL") https://www.OnlifeHealth.com ("OnlifeHealth.com").
1. Agreement with Onlife Health.
ONLIFE hereby grants you a limited, non-exclusive, non-assignable and non-transferable license to access and use the on-line services available at OnlifeHealth.com, provided and expressly conditioned on your agreement and satisfaction of the terms and conditions in this Agreement. This license may be revoked by Onlife Health in whole or in part, at any time, with or without cause.
Certain portions of OnlifeHealth.com and certain Content will be accessible only to users previously identified to ONLIFE who meet criteria established by ONLIFE ("Registered Users") based on information provided by them or on their behalf. You may not access such portions of OnlifeHealth.com or such Content unless you meet all criteria of a Registered User. You may not permit any other person to access OnlifeHealth.com 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 OnlifeHealth.com, and for any damages incurred as a result thereof.
3. Member Data and Legal Compliance.
You represent and warrant that you will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Content, including without limitation confidential patient information. You agree that ONLIFE, our licensors, and all other persons or entities involved in the operation of services provided through OnlifeHealth.com, have the right to monitor, retrieve, store and use Content in connection with the operation of OnlifeHealth.com. 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 ONLIFEHEALTH.COM. THE ONLY PERMITTED USE BY YOU OF WWW.ONLIFEHEALTH.COM AND THE RELATED CONTENT IS YOUR PERSONAL USE. ANY OTHER USE OF THIS SERVICE IS CONSIDERED A VIOLATION OF THIS AGREEMENT.
(a) All of the Content available at OnlifeHealth.com 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 servicemarks (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 this Agreement 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 this Agreement, 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, servicemark, legal or proprietary notices in or on any portions of the Content.
You agree to use OnlifeHealth.com and the Content for lawful and permitted purposes only. You agree not to post or transmit any information through OnlifeHealth.com 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 14 for any claims or actions brought by third parties who allege that you have violated this Section 5.
7. Changes to Agreement.
ONLIFE reserves the right to modify the terms and conditions of this Agreement and the Content and features of OnlifeHealth.com without prior notice to you. Upon changes to the Agreement, ONLIFE shall endeavor to post such notice of modifications electronically. You agree to be bound by the terms and conditions of this Agreement as modified.
8. 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 firstname.lastname@example.org or in writing.
9. 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 email@example.com.
10. Health Coaching Support.
For health coaching support, please contact ONLIFE Participant Services at 877-709-0201
11. 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 OnlifeHealth.com or the Content therein. ONLIFE shall have no responsibility to provide continuous access to OnlifeHealth.com.
ONLIFE may immediately terminate this Agreement with or without cause. Termination or cancellation of this Agreement shall not affect any right or relief to which ONLIFE may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will immediately terminate and revert to ONLIFE.
You acknowledge and agree that ONLIFE may monitor any and all transmissions sent or received through OnlifeHealth.com. 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 this Agreement.
14. Disclaimer of Warranties.
YOU ACKNOWLEDGE THAT THE CONTENT PROVIDED THROUGH ONLIFEHEALTH.COM 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 ONLIFEHEALTH.COM 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, RESULTS OF THE SERVICES AND/OR ANY STATEMENTS MADE ABOUT ANY OF THE SERVICES AVAILABLE THROUGH ONLIFEHEALTH.COM HAVE NOT BEEN EVALUATED BY ANY U.S. OR OTHER GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT LIMITATION, THE FOOD AND DRUG ADMINISTRATION (THE "FDA"), AND THAT THESE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. ONLIFEHEALTH.COM DOES NOT CONTAIN ALL MEDICAL INFORMATION THAT MAY BE RELEVANT 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 WEB SITE 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.
15. Limitation of Liability.
IN NO EVENT SHALL ONLIFE'S, ITS LICENSORS' OR THIRD-PARTY PROVIDERS' TOTAL LIABILITY FOR ALL DAMAGE, 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 ONLIFEHEALTH.COM, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING ONLIFEHEALTH.COM, EVEN IF ONLIFE, ITS AFFILIATES , LICENSOR'S 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, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO TEN (10%) PERCENT OF THE SUMS PAID TO ONLIFE BY YOU UNDER THE TERMS OF THIS AGREEMENT, ANY AGREEMENT WITH AN INDIVIDUAL THIRD-PARTY PROVIDER, OR THE SUM OF $1000.00, WHICHEVER IS GREATER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, EVEN IF ONLIFE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
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 YOUR NEGLIGENT OR WRONGFUL ACCESS AND USE OF ONLIFEHEALTH.COM OR THE CONTENT.
18. No Conflicting Terms.
If there is any conflict between this Agreement and any other documents regarding the subject matter of this Agreement or the services, products or Content you access, acquire or receive through OnlifeHealth.com, then the provisions of this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any director, officer, employee, representative or agent of ONLIFE.
19. Attorney's Fees.
If ONLIFE takes action and prevails (by itself or through its representatives) to enforce any of the provisions of this Agreement, 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.
20. Governing Law; Limitations; Venue.
This Agreement shall be governed by the laws of the State of Tennessee. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of OnlifeHealth.com contemplated by this Agreement 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 Franklin, Williamson County, Tennessee and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of the State of Tennessee as your agent for service of process. You agree to waive any objection that the state or federal courts of Tennessee are an inconvenient forum.
21. Jurisdictional Issues.
Unless otherwise specified, the materials in this web site are presented solely for the purpose of promoting programs, services, and other products available in the United States, its territories, possessions and protectorates. This site is controlled and operated by ONLIFE from its offices within the State of Tennessee, United States of America. ONLIFE makes no representation that material and Information found at or accessible through OnlifeHealth.com are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site may further be subject to United States export controls. No software from OnlifeHealth.com 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.
You may not assign any rights, obligations or privileges under this Agreement without the prior written consent of ONLIFE. Any assignment other than as provided for in this Section shall be null and void.
If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make in enforceable, then delete such provision. As so reformed or modified, the court shall fully enforce this Agreement.
24. Entire Agreement.
25. 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 OnlifeHealth.com and any services or Information provided through OnlifeHealth.com, 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:
Onlife Health, Inc.
Attn: Legal Dept.
1 Cameron Hill Circle
Chattanooga, TN 37402
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.
26. Consent To Electronic Signatures.
YOU CONSENT TO USE OF ELECTRONIC SIGNATURES WITH DOCUMENTS RELATED TO THIS AGREEMENT. YOU ARE AWARE THAT SUCH CONSENT TO THE USE OF ELECTRONIC SIGNATURES IS APPLICABLE TO TRANSACTIONS CONSUMMATED USING ONLIFEHEALTH.COM. 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 this Agreement, "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 this ONLIFE User Agreement at firstname.lastname@example.org.