Last modified as of June 16, 2015
You must agree to this Services Agreement in order to access and/or register for and/or participate in any of HealthyWage's weight loss programs/challenges, including HealthyWage's incentive challenges, weight tracking, weight verification and social platforms, and HealthyWage's program of educational and motivational content.
PLEASE REVIEW THE ARBITRATION CLAUSE (IN SECTION XXI) CAREFULLY, INCLUDING THE LIMITATIONS OF YOUR RIGHTS CONTAINED THEREIN. ALL DISPUTES REGARDING THIS AGREEMENT AND/OR YOUR PARTICIPATION IN A HEALTHYWAGE PROGRAM(S) AND/OR YOUR USE OF THE HEALTHYWAGE WEBSITE MUST BE RESOLVED VIA ARBITRATION. BY AGREEING TO THIS AGREEMENT, YOU ARE FORFEITING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT, THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR BE PART OF A CLASS ACTION CASE.
We have a strict no refunds policy, and a strict rule that we do not cancel installment debt. If you choose an installment plan, you are taking out a loan from our finance department. The installment plan is just like a loan from any other creditor, and the loan must be repaid regardless of circumstances. One important part of the service we provide is a negative reinforcement that helps you avoid procrastinating and quitting your weight loss plan, which would be undermined if you could simply change your mind after registering. Moreover, our pricing is based on actuarial models that assume no refunds and no installment debt cancellations. Our business model depends on our firmness around this policy. Our customer service agents and supervisors are not authorized to make exceptions. The only exception is that the HealthyWage accounting department may suspend your challenge (but not your installment payments) and extend all of your challenge deadlines if you find out after you register for a challenge that you are pregnant, or if you require extended hospitalization (at least 10 days) for a medical condition, but only if the severity of the medical condition was not known to you until after you registered for the challenge. Please email any questions concerning this policy to firstname.lastname@example.org.
If you have questions, please contact us by calling us at (888) 636-3832 or by emailing us at email@example.com.
Please carefully read this Services Agreement relating to your use of our Website (the term "Website" shall include HealthyWage mobile and tablet apps) and participation in our Services. By using the HealthyWage Website or registering for or participating in any of our paid services, including the free-of-charge versions of our paid services, (the “Services”), you agree to this agreement (the "Services Agreement"), which we reserve the right to modify at any time, in our sole discretion. The Services include, but are not limited to, the HealthyWager, the Jackpot, the BMI Challenge, the 10% Challenge and the Team Challenge, including the free-of-charge versions of those programs (if any). We will make a note on this document of the date of any changes to the Services Agreement; you should periodically check the Services Agreement for such changes. By using this Website or participating in the Services after we post any changes to this Services Agreement, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Services Agreement, you should not use our Website or participate in the Services. Please note that HealthyWage Services are void where prohibited.
This Services Agreement applies to your use of the websites that are owned or operated by HealthyWage LLC (“HealthyWage”) and our affiliates (collectively, “we,” “us,” or “our”), including, without limitation, this website and any other website(s) that we may own or operate currently or in the future (collectively, our “Website” or the “HealthyWage Website”), and your participation in any Services for which you register or in which you participate. For purposes of this Services Agreement, "affiliates" shall mean any entity or person, directly or indirectly, owning an interest in, owned by, or under common ownership control with, HealthyWage.
You may be subject to additional posted rules (which are hereby incorporated by reference) applicable to certain Content and Services, or other items and information available through HealthyWage.
By using this Website or registering for or participating in any of the Services, you agree to be legally bound and to abide by this Services Agreement, just as if you had used a pen to physically affix your signature to this Services Agreement. If you do not comply with this Services Agreement at any time, we reserve the right, if applicable, to suspend, without notice, your password, user account, and/or access to this Website, and terminate, without notice, your participation in any Services including terminating your eligibility for prizes. If you do not abide by this Services Agreement, you agree that we may immediately delete your user account and account information and bar any further access to such information. Further, you agree that we shall not be liable to you or anyone for any termination of your access to our Website or participation in the Services. From time to time, we may supplement this Services Agreement with additional terms and conditions pertaining to specific Content or Services ("Additional Terms"). Such Additional Terms may be placed on the Website to be viewed in connection with the specific Content or Services and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Services Agreement.
You acknowledge that your only right with respect to any dissatisfaction with any modification made by us to the Website, Services or this Services Agreement, or any policies or practices related to the Website or the Services, including without limitation any change in Content or any change in the amount or type of fees or charges associated with the Services, is to cancel or terminate your membership.
Throughout this Services Agreement and the Rules, you (the user of the website and/or Services) are referred to interchangeably as "user," "participant," "you," and "member," all sometimes with capitalization and sometimes not.
CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THIS WEBSITE OR PARTICIPATE IN THE SERVICES, except with the express written permission of (1) the minor's parent or legal guardian and (2) the minor's physician.
The HealthyWage Website and Services provide weight management services and information (including an email support program) and are intended only to help users in their personal weight loss efforts. HealthyWage is not a health clinic, hospital or medical institution of any kind, and no one at HealthyWage (nor the Website) can give you medical advice or diagnosis. Nothing contained in this Website should be construed as such advice or diagnosis. This Website is intended for use only by healthy people. The Website, Content and Services are not intended for use by pregnant women, or by individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of weight loss program.
Use of HealthyWage or participation in the Services does not create a doctor-patient relationship. Any and all Content or Services accessed through HealthyWage are for informational purposes only, and are not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects.
Content should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified health care provider if you have any questions about a medical condition; or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment.
NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE HEALTHYWAGE WEBSITE!
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR YOUR DOCTOR IMMEDIATELY.
The Services are available only to individuals who specifically elect to subscribe to them and, where applicable, pay the related fees. The fees are sometimes referred to as "bets" -- if you make a "bet," there is no additional registration fee beyond the amount of the "bet." There are no hidden or additional registration fees. Aside from your "bet," the only other fee you may encounter is upon payout of your prize (if you win), depending upon what form of payment you request. We do not charge a fee for PayPal, but PayPal might charge you a fee depending upon your PayPal account. If you require a printed check, there will be a $7 fee per check. As a buyer of one (or more) of our Services, you agree that:
A. You will pay, using a valid credit card (or other form of payment which we may accept from time to time), the sign-up fee (and/or, where applicable, the installment or other periodic charge), applicable taxes, and other charges and fees incurred in order to access our Services. In the event we cannot charge your account, we reserve the right to terminate your access to our Services and disqualify you from your challenge.
B. For purposes of your registration for and/or participation in any of the Services, you will provide us with the information that we request during and after the registration process, and the information you provide will be complete, accurate and truthful (the “Data”), including your legal name, address, telephone number, email address and billing information. We have your permission to share that data with third parties (e.g., our bank, the payment card companies) for the purpose of verifying it, and charging your credit card for the amounts you owe to HealthyWage. You agree to maintain and promptly update the Data and any other information you provide to us to keep it accurate, complete and truthful. Without limiting any other provision of this Agreement, if you provide any information that is not complete or accurate, or we have reasonable grounds to suspect that you have provided any information that is not complete or accurate, we reserve the right to suspend your account and prevent your use of the Website and/or any of our Services. You agree not to register for more than one account, create an account on behalf of someone else without his/her permission, or create a false or misleading identity on this Website. We have your permission to discuss your account details with whomever we deem necessary to process your account, including third-party weight verifiers, references, teammates, anyone who submits information to HealthyWage on your behalf, and anyone else we deem appropriate. We also have your permission to let your teammates know if your account is in arrears.
If your registration is revoked for any reason, you agree not to register again on the Website using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under this Services Agreement or the law.
C. You are solely responsible for keeping your password and account information confidential. You must immediately notify us if you suspect that someone has accessed your account without your permission or has obtained your password or account information. You are solely responsible for any and all activities that occur on in your user account.
D. You agree that all fees and charges are nonrefundable and that installments are not cancellable, and that if your account is suspended (partially or wholly) due to your failure to comply with the terms set forth in this Agreement, you will not be eligible for any prizes or rewards or refunds.
E. If you choose to pay any fee in monthly installments, you agree and understand that you are taking an interest-free loan from HealthyWage and you promise to make all of your installment payments or otherwise clear your debt to HealthyWage. There are no installment cancellations. If you fail to make any of your installment payments, we will give you at least 48 hours to cure to the issue. Thereafter, we may declare your account as "delinquent," which shall mean that your debt to HealthyWage will be accelerated (i.e., the entire remaining balance will be due immediately) and you will be disqualified from any challenges for which you are registered and you will not be eligible for any prizes or other payments from HealthyWage. To the extent permitted by law and by the rules of the payment card industry and related companies, you grant to HealthyWage irrevocable permission to use your payment method to cause remittance of the amounts owed to us. If you attempt to change or delete your payment method, we may collect payment from you via other means, including by engaging a collection agency and/or via legal proceedings.
F. You promise not to attempt to circumvent the no refund policy or the no installment cancellation policy. If you dispute any amounts that were properly charged to your payment card account or other payment method, you agree that HealthyWage may collect payment from you via other means, including by engaging a collection agency and/or via legal proceedings, and that you will compensate HealthyWage in full for any fees we are required to pay as a result of your disputes (e.g., credit card chargeback fees) plus all internal and external costs of collection and reasonable interest.
G. You promise and agree that, by default, all discounts, coupons, deals, prize bonuses, etc. ("specials"), may not be used in conjunction with one another. You may only use one special (of any kind) as part of any transaction or to purchase any challenge. For example, suppose you get a prize bonus (an amount added to your prize if you win) in the HealthyWager because a friend referred you, but you also have a coupon for 10% off your HealthyWager registration. You may only use one -- not both -- of those specials. The only exception is when this Agreement, the challenge rules or the rules for the particular special specifically say that one or more specials may be used in conjunction with other specials.
H. You understand that your winnings will be paid in HW Points, which are worth $1 each and which you may "cash out" at any time. Your HW Points will expire after one year of inactivity to the extent permitted by law.
There are various restrictions on the availability of our Services, including geographic, health, demographic restrictions. For example, pregnant women and unhealthy persons may not register for our Services. You agree that we may prevent (or terminate) your registration for our Services at any time based on these criteria.
A. We authorize you to view, access and display the Website solely for your personal, non-commercial use in accordance with all applicable laws, provided that you fully comply with this Services Agreement and any other agreement your enter into with HealthyWage. In other words, unless we otherwise agree, we hereby grant you a non-transferable, non-exclusive, limited right to access, use and display this Website for your personal, noncommercial use, provided that you comply fully with the provisions of this Services Agreement. By using the Website, you acknowledge that the Website contains features, photos, video and other graphics, information, software, text, music, sounds, suggestions, messages, comments, feedback, ideas, recipes, notes, articles and other materials (collectively, the "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, including in the form of media and technologies that exist now and those that we might develop later. All Content is copyrighted under the United States copyright laws and, to the extent applicable, under foreign laws, and we own a copyright in all aspects of the Content, including selection, flow, layout, coordination and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. HealthyWage is the trade name and the registered trademark and service mark of HealthyWage LLC. The Matchup, BMI Challenge, HealthyWager, Jackpot, Team Challenge and 10% Challenge are proprietary trade names for our flagship products. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. Modification of the Content or use of the Content for any purpose aside from your personal use, is strictly prohibited without our prior written consent.
B. The Content may not be used for any illegal purpose. You may not access our Website, Services, networks, systems, computers, or the Content in any manner that could damage or impair them, or interfere with anyone’s use or enjoyment.
C. The Content is licensed only for the personal, household, and educational use of a single adult. An individual's noncommercial reuse or redistribution of any portion of the Content that falls within what is or would be permitted by the United States Copyright or the Lanham Act is permitted. No commercial use or redistribution of any Content is permitted. Any hyperlink or other re-display of the information on another web site must display the Content full-screen and not within a "frame" on the linked or other site.
D. We do not recommend or endorse any specific Content, tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on the Content is solely at your own risk. Content may have been provided by third parties and is not vetted or certified by HealthyWage. While we believe you will find the Content useful, we cannot guarantee that the Content will help you achieve the results you seek. Content regarding dietary supplements or other treatments or regimens has not been evaluated by the Food and Drug Administration and is not intended to diagnose, treat, cure, or prevent any disease.
E. The Content may link you to other web sites or information, software, data, or other contents on or off the Internet, including linked click-through or other advertising, or through featured or sponsored sites. We have not reviewed the contents that may be reached by such links and we are not responsible for such content. Your linking to any other pages on other sites is at your own risk. The information, software, data, or other contents (including opinions, claims, comments) contained in linked references are those of the companies responsible for such sites and should not be attributed to us. We have not attempted to verify the truth or accuracy of any such opinion, claim, or comment, nor do we endorse or support them. We do not warrant, nor are we in any way responsible for, information, software, data, privacy policies, or other content that is outside of our control.
If you elect to become a registered user of the Website, which is voluntary, you agree that:
A. You will honor the posted rules of the website, including the Conduct Rules, below, which apply to your comments that may be visible to other users, including on the Website, on Facebook and Twitter, and via email. You promise to conduct yourself always according to the law, and also according to all our rules, and to refrain from using crude or otherwise inappropriate language and from harassing or bothering other users.
B. You will provide accurate and complete registration information when you register to use HealthyWage, and to provide updates as necessary to keep your registration information accurate. Without limiting any other provision of this Services Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of our Website (or any portion thereof). You agree not to assign, transfer or sub-license your rights as a registered user of this Website. You further agree not to register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website.
C. You are responsible for the security of your passwords and for any use of your account. You must immediately notify us of any unauthorized use of your password or account.
D. Your use of HealthyWage and any Content and/or services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. You must be at least 18 years old to use HealthyWage.
E. Each individual is limited to one weekly weigh-in prize every six months (when such prizes are offered).
F. You may be disqualified from any or all HealthyWage challenges (without a refund, without cancellation of future installment payments, if any, and without eligibility for any prizes) for any one of the following reasons:
G. HealthyWage Referees Have Final Say. HealthyWage will appoint at least one referee for each team challenge. You agree that HealthyWage referees act as fair and impartial referees for the team challenges. In the case of a team challenge, HealthyWage does not profit from disqualifying any team (because another team will necessarily win each prize; all prizes will be awarded). In fact, HealthyWage bears a significant cost in providing a referee.
Participants accept and agree that HealthyWage is each challenge's final referee and arbiter and that HealthyWage has sole and exclusive discretion in applying the Rules, making any necessary disqualifications and determining the winners. A team that has been disqualified is not eligible to win any of the cash prizes and is not entitled to any refund or cancellation of remaining installments, if any.
You covenant and agree that HealthyWage has sole and exclusive discretion to determine whether you have won the HealthyWager, Ten Percent Challenge, BMI Challenge, Team Challenge and/or any other challenge offered by HealthyWage, and that HealthyWage is under no obligation to demonstrate mathematically, or otherwise, how it determined winning status, or, in the case of team challenges, to prove or provide any accounting as to how winners were chosen.
H. Take Responsibility for Your Team. If you’re participating in a team challenge, we will work hard to help you find a great team, but you are ultimately responsible for your team. Even if HealthyWage’s team department crew members help you put together your team, you are ultimately responsible for your team’s commitment, success and rules abidance. You will not receive a refund, prizes, installment cancellations, consolations or a rank if anyone on your team breaks any rule or fails to achieve a winning weight.
I. HealthyWager Review. If you participate in the HealthyWager, you agree and understand that we are entitled to review your bet and that we may take a month or more to do so. We reserve the right to reject your bet in our discretion.
J. Weekly Reporting. Reporting your weight on the website each week is required for each challenge, but not strictly enforced. You will not be disqualified for forgetting to report your weight now and then, but if you consistently miss weighing in (for example, if you go the entire challenge without reporting your weight on the website) or if your failure to report your weight is cause for suspicion, then the referee may disqualify you (and your team, if you are in a team challenge).
K. Unhealthy Weight Loss at the End of Your Challenge. If HealthyWage learns that you engaged in starvation, excess exercise or other unhealthy (or dishonest) conduct to make weight at the end of your challenge, HealthyWage may disqualify you. Separately, if our referee notices excessive weight loss near the end of your challenge (or determines that there is reason to be suspicious), HealthyWage reserves the right to require a second verified weigh-out at our expense at one of our weigh-in partners in your area, up to three weeks after the end of the challenge, to verify that you have lost weight in a long-term, sustainable fashion. The referee may allow some change in your weight after this second weigh-out, but weight gain of more than 5% will alone be reason for disqualification.
HealthyWage enables you to share content with other users (and vice-versa), but you must follow the rules outlined here -- we have a zero tolerance policy with respect to objectionable Content Any and all Content posted to or emailed in connection with our web, mobile and tablet apps, whether posted at our request or spontaneously, and whether publicly or privately transmitted (collectively, the "Postings") are subject to these rules. You agree not to use the Website to:
A. Impersonate any person or entity, including, but not limited to any representative of HealthyWage or any other person or entity, or misrepresent your affiliation with HealthyWage or any other person or entity;
B. Transmit any Postings or other materials that are intended to be---or are in fact---harassing, defamatory, libelous, tortious, vulgar, harmful, libelous, invasive of another's privacy, hateful (or which might reasonably be interpreted as hateful), or that might incite fear, violence, unlawful conduct or harm of any kind;
C. Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
D. Forge headers or otherwise manipulate technology in order to disguise any Postings or other materials transmitted via the Website;
E. Transmit any Postings or other materials that are not your own, or that you do not have a right to transmit under any law or contractual or legal duty;
F. Transmit any Postings or other materials that infringe upon any intellectual property right or any other proprietary rights of any party;
G. Interfere with this Website or any of the hardware or software that support it, including servers and networks connected to this Website, or disobey any rules, policies or regulations of networks connected to the Website;
H. Violate, intentionally or otherwise, any law or government regulation; or
I. Transmit any unauthorized advertising, marketing or promotional Postings or other materials, including "junk mail" or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
J. Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Website, including user names or passwords; or
K. Access or attempt to access information about other users, or about HealthyWage or its employees or affiliates or other private information, other than information that is made available to you by HealthyWage. To that end, you agree not to solicit, or otherwise collect (or attempt to solicit or collect) personal data about the Website’s other users, including usernames and passwords. You also promise not to post any information about any other user without first obtaining such user’s consent.
Although we have adopted these Conduct Rules for the users of our Website, we do not control the Postings made by others and, as such, we do not make any guarantees with respect to Postings or the behavior of others. You understand that by using HealthyWage, you may be exposed to Postings that are false, inaccurate, and/or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by HealthyWage), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings. You hereby acknowledge that Postings are the sole responsibility of the person who made such Postings.
We may revoke your privileges to use HealthyWage and/or take any other appropriate measures to enforce these Conduct Rules, if we become aware of violations.
We reserve the right to monitor some, all, or no areas of HealthyWage for adherence to these Conduct Rules or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings, nor do we endorse any such Postings. Although we reserve the right to remove, without notice, any Posting for any reason, we have no obligation to review Content prior to the Content’s posting or to delete Postings. We are not responsible for maintaining a copy of any material we remove from our Website, and we are not liable for any loss you incur in the event that Content you post or transmit to HealthyWage has been removed.
We may terminate the rights of any user to use our Website who infringes upon the intellectual property rights of another person or entity. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright holders whose rights under U.S. Copyright law are violated in connection with material appearing on the Internet. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:
A. A physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
B. Identification of the copyrighted work(s);
C. Identification of the material that you believe infringes on your copyright(s), and information reasonably sufficient to allow us to locate the material on the Website;
D. A statement explaining that you believe, in good faith, that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
E. A statement that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf; and
F. Your name, postal address, phone number and email address;
G. The DMCA permits you to send us a counter-notice if you believe in good faith that a notice of copyright infringement has been wrongly submitted against you.
Notices and counter-notices with respect to the Website should be sent to firstname.lastname@example.org or 24 West 55th Street, 5th Floor, New York, NY 10019.
If you send, fax, email, post or otherwise transmit to HealthyWage or the Website any Content, including but not limited to your name, photos or success stories (collectively, the "Submissions"), whether we request the Submissions or you submit them completely spontaneously or you submit them for any other reason, you grant HealthyWage and its successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions. You also warrant that, to the extent you are not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submissions, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. You also permit any user to access, display, view, store and reproduce, for personal use, any Submission that you have made available. Subject to the foregoing, the owner of a Submission placed on this Website retains any and all Rights that may exist in such Submission. None of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or publication of any Submissions.
In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website, including, but not limited to, (i) restricting the time the Website is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website. You agree that any termination or cancellation of your access to, or use of, the Website may be effected without prior notice.
This Services Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.
We may occasionally update this Services Agreement and/or the challenge-specific rules. When we do, we will also revise the "last modified" date at the top of this document or the respective challenge rules document. We encourage you to review these terms of service periodically. Your continued use of HealthyWage constitutes your agreement to the changed terms of service.
You agree to indemnify, hold harmless and, at HealthyWage’s option, to defend HealthyWage and its affiliates, and their officers, directors, employees, stockholders, agents and representatives from and against any claims or losses imposed on, incurred by, or asserted as a result of or relating to: (a) your use of HealthyWage or the Content or HealthyWage’s products or offerings; (b) your noncompliance with this Services Agreement; and/or (c) any third-party actions related to or arising from your receipt or use of HealthyWage or the Content or HealthyWage’s products or offerings, whether authorized or unauthorized under the Services Agreement.
HEALTHYWAGE AND THE CONTENT AND SERVICES ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY EXPRESS WARRANTIES, AND WE AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT CONTENT OR SERVICES SATISFY GOVERNMENT REGULATIONS. HEALTHYWAGE AND THE CONTENT AND SERVICES WERE DEVELOPED FOR USE IN THE UNITED STATES, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION CONCERNING HEALTHYWAGE AND THE CONTENT OR SERVICES WHEN USED IN ANY OTHER COUNTRY.
NEITHER HEALTHYWAGE NOR ANY OF OUR LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY SERVICES, CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM. NEITHER HEALTHYWAGE NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR CONTENT ON THIS WEBSITE IN TERMS OF RELIABILITY, ACCURACY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED FROM OUR STAFF OR ANYONE ELSE THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN this Services Agreement.
User understands that there are certain dangers inherent to any wellness program, including a weight loss plan, and USER AGREES TO ASSUME ALL RISKS and promises to hold harmless and not to sue HealthyWage or any of its affiliates, owners, directors, employees, vendors, clients or partners for any claim, loss or liability that User may have arising out of the User’s use of or association with HealthyWage and/or its Services. You must have permission from your doctor to participate, and you must be free of any health condition that would make participation unhealthy or otherwise unwise, and you and your doctor must be reasonably certain that you are capable of participating in and completing the Challenge without compromising your health in any way. By using HealthyWage and/or participating in any of HealthyWage's Services, User acknowledges and promises that he/she has complied with these requirements and has permission from his/her doctor to participate.
If you participate in one or more challenges through your employer, you hereby consent to HealthyWage's provision of certain information to your employer. We share only aggregate health information, but, in order to help your employer improve its wellness program, we may share two specific pieces of information about your participation in the employer's challenge(s): (a) the fact that you participated in the employer's challenge(s), and (b) the percentage weight loss you achieved (but not the actual pounds of weight loss or your actual weight) in the employer's challenge(s). We will not share this information with your employer if you ask us not to share it. We will not tell your employer that you asked us not to share the information. Asking us not to share the information will not affect your experience in the challenge or your eligibility for prizes. To ask us not to share the information, please email us at email@example.com with your first and last name and the name of your employer.
NEITHER YOU NOR WE NOR ANY OF OUR LICENSORS NOR ANY OF OUR DIRECTORS, EMPLOYEES, OFFICERS, OR AFFILIATES MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE, OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE WEBSITE OR ANY OF OUR CONTENT OR SERVICES. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
NEITHER YOU NOR WE NOR ANY OF OUR LICENSORS NOR ANY OF OUR DIRECTORS, EMPLOYEES, OFFICERS, OR AFFILIATES MAY BE HELD LIABLE FOR MORE THAN THE AMOUNT OF MONEY YOU PAID TO PARTICIPATE.
The limitations of liability in this section do not apply to breaches of intellectual property provisions by you or your indemnification obligations relating hereunder.
Certain Content is licensed from third-parties. The licenses for some of this Content contain additional terms for which you are responsible.
Our licensors may be third party beneficiaries to this agreement pursuant to our agreements with them. To the extent our licensors are third party beneficiaries to this agreement, the rights and protections provided to us hereunder inure to their benefit. There are no other third party beneficiaries to this agreement. The parties are independent contractors, and nothing in this agreement creates an agency, partnership, or joint venture.
We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.
User acknowledges that technical problems, both on our end and on yours, are inevitable, and a technical problem, no matter how severe or lengthy, will not excuse you from complying with the rules or any of the requirements described in this agreement, to the extent this provision is permitted by law.
1. In the event of lengthy service interruption, or other substantial technical problems on the Website, HealthyWage may choose, in its own exclusive discretion, to give discretionary compliance forgiveness. HealthyWage need not be reasonable in deciding whether to give discretionary compliance forgiveness.
2. For example, if the User tries to log in to HealthyWage and discovers that the server is down, it is incumbent upon the User to try again later. If the User fails to try again later and subsequently receives a strike, the strike will not be forgiven; the server failure does not excuse the strike.
3. If you post your weight loss on Facebook or Twitter for the 'Shared Weigh-in' ribbon, please make sure that the ribbon has been awarded and you can take a screenshot in the event that our referees require proof of the post.
Neither you nor we are entitled to a windfall. In the unlikely event that a technological, calculation or system malfunction causes our system to report to you that you are entitled to a prize that is different than the prize you are actually entitled to under our proprietary algorithm, the reported prize amount will not count, and you will be entitled only to the prize that would have been rendered under our algorithm based on your inputs or to a refund, in our discretion. It is possible that we will not be aware of such an error until the end of your challenge and we may correct it at that time or at any time.
This Services Agreement, together with the rules for each individual Service (links to those respective rules are located at the top of this document) and the HealthyWage Terms & Conditions, constitute the entire agreement between you and HealthyWage relating to the Website, the Content and the Services. The Services Agreement replaces any other prior agreements unless the Services Agreement provides otherwise, or unless such prior or subsequent agreement explicitly provides otherwise and specifically references this Services Agreement. If there is any conflict between this Services Agreement and a signed written agreement between you and us related to HealthyWage, the signed written agreement will control. If you are a participant in one of our Services or otherwise a party to the HealthyWage Services Agreement, then, in the event of any conflict between this Services Agreement and the HealthyWage Services Agreement, the HealthyWage Services Agreement shall control.
If we provide you with a translation of the English language version of this Services Agreement, the English language version of this agreement will control in the event of any conflict.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
Attorneys fees and other costs. User shall indemnify, save, defend, and hold HealthyWage harmless from any loss, cost, expense, or liability, including fees of accountants, attorneys, consultants, and expert witnesses reasonably incurred in defending or enforcing HealthyWage's rights in connection with this Agreement or otherwise relating to the relationship between user and HealthyWage, regardless of whether they are incurred before, during, or after any litigation or other dispute resolution procedure, and regardless of whether they relate to issues arising out of contract, tort, bankruptcy, or some other area of law.
If any provision of this Services Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the rest of the Services Agreement.
This Services Agreement may be modified only by our posting of changes on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes.
We may assign our rights and obligations under this Services Agreement. This Services Agreement will inure to the benefit of our successors, assigns and licensees.
Except where prohibited by law, as a condition of (a) using this website and/or (b) participating in any HealthyWage program, participant agrees that: (1) any and all disputes and causes of action arising out of or connected with (a) this Agreement, including the breach, termination or validity thereof, and/or (b) the participant's use of the website and/or (c) participant's participation in one or more HealthyWage programs, or any prizes awarded in connection therewith, and/or (d) the relationship between the user and HealthyWage, shall be resolved individually, without resort to any form of class action, and exclusively by a sole arbitrator in a binding, non-reviewable and non-appealable proceeding conducted in accordance with the 2007 Non-Administered Arbitration Rules of the International Institute for Conflict Prevention & Resolution, 575 Lexington Ave., New York, NY 10022, (2) any such proceeding shall be held in the borough of Manhattan in New York, New York, USA, and (3) the arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon such arbitration award may be entered in any court in New York, New York, USA. Under no circumstances will participant be permitted to obtain awards for, and participant hereby waives, to the extent permitted by law, all rights to claim statutory, punitive, incidental, invasion of privacy or consequential damages, or any other damages, including attorneys’ fees, other than participant’s actual out-of-pocket expenses (i.e., fees associated with registering for HealthyWage), and participant further waives all rights to have damages multiplied or increased. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, or the rights and obligations of participants and HealthyWage, shall be governed by, and construed in accordance with, the substantive laws of the State of New York, USA without regard to New York choice of law rules. To the extent any party may be entitled to seek the intervention of a court, THE EXCLUSIVE VENUES FOR ANY DISPUTE RELATING TO THIS AGREEMENT ARE THE STATE AND FEDERAL COURTS IN NEW YORK COUNTY, NEW YORK. YOU AND HEALTHYWAGE CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS.
Each challenge's rules (which include the rules of our individual Services) are incorporated herein by reference and made a part of this Services Agreement. Here is a partial list of rules pages for the various challenges:
HealthyWage Services Agreement 14.4