Revised 3/13/2006
1. THIS IS AN AGREEMENT BETWEEN YOU AND HEALTHWISE TECHNOLOGIES
This is an agreement ("Agreement") between you and Healthwise Technologies, Incorporated (or, if applicable based on where you live, one of its affiliates) ("Healthwise Technologies"). This Agreement governs your use of any Web site or Web page operated by Healthwise Technologies(each, a "Healthwise Technologies Web Site," and collectively, the "Healthwise Technologies Web Sites").
Healthwise Technologies OFFERS THE Healthwise Technologies WEB SITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE Healthwise Technologies WEB SITES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 7,8 and 9); AND AN EXCLUSIVE REMEDY (See Section 8). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.
2. HOW HEALTHWISE TECHNOLOGIES MAY MODIFY THIS AGREEMENT
Healthwise Technologies reserves the right to change the terms, conditions, and notices under which it offers the Healthwise Technologies Web Sites, including any charges associated with the use of the Healthwise Technologies Web Sites. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any Healthwise Technologies Web Site. Your continued use of the Healthwise Technologies Web Sites after the effective date of such changes constitutes your acceptance of and agreement to such changes.
3. ADDITIONAL TERMS
Any Healthwise Technologies Web Site may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that Healthwise Technologies Web Site, including without limitation, particular features or offers (for example, sweepstakes). If any terms contained in this Agreement conflict with any terms contained within a Healthwise Technologies Web Site, then the terms in this Agreement shall control.
4. NO UNLAWFUL OR HARMFUL USE OF THE Healthwise Technologies WEB SITES
You will not use the Healthwise Technologies Web Sites in any way that is unlawful, or harms Healthwise Technologies, its affiliates, resellers, distributors, service providers and/or suppliers (each, a "Healthwise Technologies Party" and collectively, the "Healthwise Technologies Parties") or any customer of a Healthwise Technologies Party, as designated in Healthwise Technologies' sole discretion. Healthwise Technologies may tell you about certain specific harmful uses in a code of conduct or other notices available through a Healthwise Technologies Web Site, but has no obligation to do so. You may not use the Healthwise Technologies Web Sites in any way that breaches any code of conduct, policy or other notice applicable to the Healthwise Technologies Web Sites. Without limiting the generality of this section, you may not use the Healthwise Technologies Web Sites in any manner that could damage, disable, overburden, or impair any Healthwise Technologies Web Site (or the network(s) connected to any Healthwise Technologies Web Site) or interfere with any other party's use and enjoyment of the Healthwise Technologies Web Sites.
5. SOFTWARE
Your use of any software associated with the Healthwise Technologies Web Sites will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software. If you receive any software that is not accompanied by a EULA, then Healthwise Technologies grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Healthwise Technologies Web Sites and in accordance with this Agreement. Healthwise Technologies reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. Healthwise Technologies or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such software, except and only to the extent that such activity is expressly permitted by applicable law. Healthwise Technologies may automatically make upgrades to such software to update, enhance and further develop the Healthwise Technologies Web Sites.
6. INFORMATION AVAILABLE FROM THE Healthwise Technologies WEB SITES
Healthwise Technologies and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the Healthwise Technologies Web Sites including metrics, even if such information appears in any e-mail, pager, cell phone or other alerts available through the Healthwise Technologies Web Sites. Healthwise Technologies and its suppliers do not authorize the use of information available from the Healthwise Technologies Web Sites for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale and redistribution of this information. Nothing contained in the Healthwise Technologies Web Sites is intended to constitute professional advice, including but not limited to, the tracking and comparison of metrics.
7. Healthwise Technologies MAKES NO WARRANTY
Healthwise Technologies PROVIDES THE Healthwise Technologies WEB SITES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Healthwise Technologies PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE HEALTHWISE TECHNOLOGIES PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE Healthwise Technologies WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
8. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY
IN NO EVENT WILL ANY HEALTHWISE TECHNOLOGIES PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE HEALTHWISE TECHNOLOGIES WEB SITES, EVEN IF SUCH HEALTHWISE TECHNOLOGIES PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 8 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE Healthwise Technologies WEB SITES, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY HEALTHWISE TECHNOLOGIES PARTY WITH RESPECT TO THIS AGREEMENT OR THE HEALTHWISE TECHNOLOGIES WEB SITES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE HEALTHWISE TECHNOLOGIES WEB SITES.
9. CHANGES TO THE HEALTHWISE TECHNOLOGIES WEB SITES; ADDITIONAL LIABILITY LIMITATION
THE HEALTHWISE TECHNOLOGIES PARTIES MAY CHANGE THE HEALTHWISE TECHNOLOGIES WEB SITES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the Healthwise Technologies Web Sites, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by Healthwise Technologies and persons other than Healthwise Technologies (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 7 AND 8, YOU ACKNOWLEDGE AND AGREE THAT THE HEALTHWISE TECHNOLOGIES PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 7 AND 8, YOU ACKNOWLEDGE AND AGREE THAT HEALTHWISE TECHNOLOGIES IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE HEALTHWISE TECHNOLGOIES WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE HEALTHWISE TECHNOLOGIES WEB SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE HEALTHWISE TECHNOLOGIES WEB SITES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS CONTAINED ON THE HEALTHWISE TECHNOLOGIES WEB SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 7, 8 AND 9 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.
10. TERMINATION; ACCESS RESTRICTION
Healthwise Technologies may terminate this Agreement, or terminate or suspend your access to the Healthwise Technologies Web Sites at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the Healthwise Technologies Web Sites will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE Healthwise Technologies WEB SITES MAY NOT BE RETRIEVED LATER.
11. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
If this Agreement is with Healthwise Technologies, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of California, without reference to conflict of laws principles. If this Agreement is with a Healthwise Technologies affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such Healthwise Technologies affiliate, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which the subject Healthwise Technologies Web Sites are directed. If this Agreement is with Healthwise Technologies, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Los Angeles County, California, USA in all disputes arising out of or relating to the use of the Healthwise Technologies Web Sites. If this Agreement is with a Healthwise Technologies affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Healthwise Technologies affiliate in all disputes arising out of or relating to the use of the Healthwise Technologies Web Sites.
12. INTERPRETING THE AGREEMENT; ASSIGNMENT
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Healthwise Technologies may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Healthwise Technologies Web Sites. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Healthwise Technologies with respect to the Healthwise Technologies Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Healthwise Technologies with respect to the Healthwise Technologies Web Sites. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
13. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM
YOU AND HEALTHWISE TECHNOLOGIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE HEALTHWISE TECHNOLOGIES WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS
All contents of the Healthwise Technologies Web Sites are Copyright © 2007 Healthwise Technologies, Inc. and/or its suppliers, 1000 Town Center Dr, Suite 300, Oxnard, CA 93036, Ca, U.S.A. All rights reserved. Healthwise Technologies, LivLite, LivLite Outcome Tracking and/or other Healthwise Technologies products and services referenced herein may also be either trademarks or registered trademarks of Healthwise Technologies in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved.
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