Effective date: December 13, 2007

Please read carefully prior to using this website.

These Terms of Use and Privacy Policy (collectively, the “Terms”) shall be governed by and construed in accordance with the laws of the State of California. OTHER THAN TO READ THESE TERMS FOR THE FIRST TIME, BY ACCESSING AND USING WELLSPHERE, INC.‘S (“WELLSPHERE”) WEBSITE (“WEBSITE”) OR ANY OF ITS TOOLS, PRODUCTS, SERVICES, AND CONTENT (I.E., THE TEXT, IMAGES, DATA, AND INFORMATION) CONTAINED ON THE WEBSITE OR ANY PORTION THEREOF (COLLECTIVELY “WEBSITE MATERIALS”), YOU SIGNIFY YOUR ACCEPTANCE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR DOWNLOAD ANY WEBSITE MATERIALS FROM IT.

Please bear in mind that Wellsphere is a corporation organized under the laws of the State of Delaware, and has its headquarters in California. The servers that host this Website are located in the United States, and any personal details you provide to us will be processed by Wellsphere in the United States.

Terms of Use

Website Notice Regarding Medical Advice

THE SITE DOES NOT PROVIDE MEDICAL ADVICE. The Website Materials, such as text, graphics, images, and information obtained from this Website are for informational purposes only. The Website Materials are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this Website!

If you think you may have a medical emergency, call your doctor or 911 immediately. Wellsphere does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on this Website. This Website may contain health- or medical-related materials that are sexually explicit. If you find these materials offensive, you may not want to use our Website.

Intellectual Property Rights

Ownership

All Website Materials, including any intellectual property rights in such Website Materials, are the property of Wellsphere, its affiliates, licensors, or the designated owners, and are protected by applicable intellectual property laws. You should assume that everything you see on this Website is copyrighted unless otherwise noted, and may not be used without our written permission except as provided in these Terms.

Limited Right to Use Website

Subject to these Terms, you may view, copy, print, and download the Website Materials solely for personal and informational purposes without modification in any way. You may not (i) copy, distribute, or use the Website Materials for any commercial purpose, (ii) make derivative works of the Website Materials, or (iii) incorporate the Website Materials in any other web page or work. The Website and the Website Materials, and all intellectual property rights therein, are the property of Wellsphere and its licensors, and no ownership interest is transferred by virtue of making the Website Materials available on the Website or granting the foregoing licenses. All reproductions of the Website Materials or portions thereof must keep intact all copyright and proprietary notices. Further, nothing contained in the Website shall be construed as conferring by implication, estoppel or otherwise, any license or right under any patent or trademark of Wellsphere or any third-party.

Content You Submit to or Post on the Website

Except as specified in our Privacy Policy, all communications from you to this Website will be considered non-confidential and non-proprietary. You agree that any and all comments, information, photos, videos, feedback and ideas that you communicate to Wellsphere or submit or post to the Website (“User Materials”) will be deemed, at the time of communication to Wellsphere or submission or posting to the Website, to be the property of Wellsphere, and Wellsphere shall be entitled to full rights of ownership, including without limitation, the unrestricted right to use or disclose such User Materials in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you. In the event that you have any rights in the User Materials that cannot be assigned or waived you hereby grant to Wellsphere a royalty-free, paid-up, exclusive, worldwide, irrevocable, perpetual license to (i) use, make, sell, offer to sell, have made, and further sublicense any such User Materials, and (ii) reproduce, distribute, create derivative works of, publicly perform and publicly display the User Materials in any medium or format, whether now known or later developed.

You agree not to submit or post User Material to this Website or Wellsphere except for content that is fully authorized for purposes of this Website and these Terms, and you will not infringe upon any person’s intellectual property rights in connection with such submissions. It is your obligation to determine the extent to which User Material you submit is protected by applicable intellectual property laws. You are solely responsible for the content of your communications and their legality under all laws and regulations. Wellsphere does not endorse any User Materials. Nothing in these Terms shall obligate Wellsphere to use any User Materials you submit or post any such User Materials on this Website.

No advertising or links to advertising or “spam” are permitted on the Website. For purposes of the Website, “advertising” or “spam” is defined as posting a message, advertisement, or link for the purpose of selling, soliciting or promoting by someone that has ownership or other “vested interest” in the web site or company involved, including efforts to promote other online forums or web sites by web site owners. If you are a representative of a commercial or non-profit organization, or an owner of another website and have a link or wellness product or service that you want to share, please submit it to us via email to partners@wellsphere.com and we may include it in our directory and database of services. Posts and links about fundraising (including nonprofit fundraisers) are NOT permitted. Only links to personal home pages or blogs are allowed in signatures and member profiles. Links to helpful web sites (commercial or otherwise) are allowed when they are posted by someone without any “vested interest” AND whose purpose is NOT to solicit, advertise, promote, fundraise, etc.

You agree that you may receive emails containing messages, articles, comments, endorsements, or other information from other users of the Website (“User Email”) who may do so by clicking on “send message” in connection with your profile, the latter being linked to your email address. You acknowledge that Wellsphere has no authority or control over, and is not responsible for the content or other aspects of, or links in, any User Emails. Furthermore, Wellsphere has no obligation to verify the content of, or links, in any User Email. If you decide to open, or access any links in, any User Email, you do this entirely at your own risk.

Please be aware that any information (including personally identifiable and personal health information) that you reveal to other users of our Website or on public areas on our Website is not subject to these Terms. You should think carefully before disclosing any personally identifiable or personal health information to any person or in any public forum. What you have disclosed to other users of our Website or, submitted for use, or posted, on public areas on our Website may be seen, disclosed to or collected by third parties and may be used by others in ways we are unable to control or predict, including to contact you for unauthorized purposes. For more information relating to our privacy practices, see the Privacy Policy below.

Third-Party Content Providers

With respect to any Content obtained from or belonging to Acxiom, the following applies:

“This information is proprietary to Acxiom Corporation and is protected under U.S. copyright law and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such Acxiom information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC used to access this information.”

Access to Password Protected or Secured Areas

Access to and use of password-protected areas of this Website, including the user log in section of the Website, is restricted to authorized users only. You will be asked to provide accurate and current information on all registration forms on this Website and are required to update such information as necessary in connection with your continued access and use of this Website. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your passwords. It is your sole responsibility to (1) control the dissemination and use of activation codes and passwords; (2) authorize, monitor, and control access to and use of your member portal; (3) promptly inform Wellsphere of any need to deactivate a password. You are solely responsible for any activity that occurs under your user name/password, and you shall be liable for any unauthorized use of this Website with your user name/password. You agree not to misuse your user name or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misappropriate any Website Materials or other materials you are exposed to through this Website. If you violate your obligations under this section, you may be subject to liability and prosecution. Wellsphere cannot and does not assume any responsibility or liability for any information you submit, or your or any third parties' use or misuse of information transmitted or received using the Website. Wellsphere reserves the right not to issue a password to any person or entity.

Compliance with Digital Millennium Copyright Act

Wellsphere respects the rights of all copyright holders and in this regard, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of this Website who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the Website Material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and the information reasonably sufficient to permit Wellsphere to locate the Website Material;
• Information reasonably sufficient to permit Wellsphere to contact the complaining party;
• A statement that the complaining party has a good faith belief that the use of the Website Material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act, please contact Wellsphere’s Copyright Agent at:

Attention: Wellsphere Community Director
Suite 600
1730 S. El Camino Real
San Mateo, CA 94402
Phone: (650) 345-2100
copyright@wellsphere.com

Website and Registration Administration

Third-Party Products, Services, Information, and Websites Links

This Website may refer to products, services, or other information from third parties and/or contain links to websites operated by third parties. Such information and these links may be provided by Wellsphere or any user of the Website. The fact that these links, products, and services are available to you on the Website does not imply that Wellsphere endorses or recommends, or is associated with, such third-parties or their products, services, information, websites or the contents thereof. Wellsphere has no authority or control over, and is not responsible for, the operation, performance, availability, content, or other aspects of any third-party products, services, information, or websites. Furthermore, Wellsphere has no obligation to verify the content of such websites or information. If you decide to access any of the third-party websites linked to this Website or use any third-party products, services, information, or websites or the contents thereof, you do this entirely at your own risk. WELLSPHERE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE), TO ANY THIRD-PARTY PRODUCTS, SERVICES, INFORMATION, OR LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED WEBSITE.

Authority of Website Administrator

Subject to the terms contained herein and in the Privacy Policy, Wellsphere may in its discretion modify, edit, translate, suspend, restrict access to or terminate this Website, these Terms of Use, the Website Materials or any link at any time without liability or prior notice. Wellsphere may in its discretion terminate the browsing of, registration with and use of this Website by any user at any time without liability or prior notice for any reason, including for any breach of these Terms.

Linking

You may provide a direct link to the top page of this Website, without framing, unless and until Wellsphere gives you notice that you must discontinue linking to this Website.

Good Samaritan Policy

It is our policy not to tolerate any acts of intellectual property infringement or violations of federal or state law. We will, in good faith, make commercially reasonable efforts to remove, disable, or restrict access to the availability of Website Materials on the Website that, in our subjective view, is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected. This provision does not impose upon Wellsphere any contractual obligation to undertake, or refrain from undertaking, any particular course of conduct, or to monitor the Website.

If you believe that someone has violated this policy, we ask you to promptly notify our Customer Service department by email at reportabuse@wellsphere.com or by phone at (650) 345-2100 (attention: User support). You must use this address or phone number if you want to ensure that the complaint is actually received by the appropriate party who is responsible for investigating alleged violations of this policy.

Your Obligations

Compliance and Unsuitable Content

Other than to read these terms for the first time, by accessing and using the Website and Website Materials, you represent and warrant that: (a) you are eighteen (18) years of age or older; (b) all required registration information you submit is truthful and accurate; (c) you will maintain the accuracy of such registration information; (d) your use of the Website and Website Materials does not violate any applicable law or regulation; (e) you will not engage in any conduct or submit to, or post on, this Website any content or other materials that are illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive, or otherwise objectionable; (f) you will not cause damage, embarrassment or adverse publicity to Wellsphere; and (g) you will not create liability for Wellsphere.

Functional Compatibility and System Abuse

You agree that you will submit or post only content and material that is functionally and technically compatible with this Website. You will not attempt to and will not damage, corrupt, tamper with or infect this Website, the Website Materials or any information or telecommunication system of Wellsphere with a virus or other malicious computer program. You will only use this Website for the permitted purposes stated in these Terms of Use, and will not engage in abusive activity with respect to this Website. Without limiting the generality of the foregoing, you agree not to send, create or reply to so called “mailbombs” (i.e., e-mailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent), engage in “spamming” (i.e., unsolicited e-mailing for business or other purposes), intentionally send virus-infected emails, or undertake any other activity which may adversely affect the use or enjoyment of this Website by any person. You are prohibited from using any services or facilities provided in connection with this Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Wellsphere reserves the right to release your details to system administrators at other sites and law enforcement authorities in order to assist them in resolving security incidents.

Your Cooperation and Notification

You agree to cooperate with all reasonable requests of Wellsphere and will notify Wellsphere promptly upon learning of any actual or suspected breach of these Terms of Use by you or unauthorized use or abuse of this Website.

Other Important Information

Separate or Additional Terms

Certain Website Materials and sections of this Website may be subject to separate or additional terms or conditions of use as stated either on the Website or in such Website Materials. You agree to comply with such terms and conditions with respect to your use of those Website Materials. Any such terms will not vary or replace these Terms regarding any use of this Website unless otherwise expressly stated.

Privacy Policy

Wellsphere is committed to protecting the privacy and security of the personally identifiable information and personal health information you provide to us and any reports based on such information that is personally identifiable (collectively, “Personal Information”). We want to share with you how we treat Personal Information about you that we receive in connection with this Website.

Information Wellsphere Collects

Sections of this Website (including restricted portions of this Website) that allow for the submission of Personal Information (referred to for convenience as “Profile Pages”) contain a function for collecting various pieces of your Personal Information including, but not limited to, your name, photograph, address, email address, date of birth, gender, height, weight, credit card or account information, and information about your interests, activities, skill levels, goals, blog or website URL, IM address. We only collect Personal Information if you voluntarily submit the information to us for such purposes as registering for use of restricted portions of this Website, completing surveys conducted by Wellsphere or a contractor acting on our behalf, participating in online focus groups, or requesting information or services. For your information, through certain technologies employed by this Website we also collect non-personally identifiable information about you. For more details about this type of data collection please refer to the section below on cookies. In the event of a complaint, we may also receive personally identifiable information about you from other Website subscribers or from other users or third parties who may communicate information to us about you in relation to that complaint.

How Wellsphere Uses Personal Information

Wellsphere reserves the right to compile, save, use within the scope of our activities, and analyze any and all data (contact and personal data, use history, etc.) that we collect from you through the Website. We use the Personal Information that you provide to us for our internal purposes such as (a) creating a user profile for you based on the Profile Pages you complete (b) designing a personalized homepage for you on our Website, (c) providing recommendations and reports based upon your user profile, (d) responding to inquiries and requests that you may make, (e) if applicable, announcing you as a “featured member” or any of your postings or endorsement messages as “featured postings” or “featured endorsements” on the Website, and (f) alerting you to new products and service offerings that may be of interest to you. We will make the following items of your information available to other users: profile name; age; gender; photograph (if provided); goals (if provided); activities (if provided); blog URL (if provided); height (if provided); weight (if provided); online status; city, state, and zip code location; date since you were registered as a user of the Website; date of your last log in to the Website, as well as information about your activity on the Website including postings; comments; photos and videos posted; questions asked and answered; communities joined; goals set; goal log and journal entries; classes & events that you are participating in; Local Resources on your recommendations lists; and friends. Wellsphere may communicate its response to inquiries or requests from you, or provide you with recommendations or reports, or alert you to new products and service offerings, by sending you emails, cell phone text messages, or placing telephone calls to you. If you decide, after receiving an electronic, text, or telephonic message, that you would prefer not to receive any such communications from Wellsphere, you may “Opt-out” of receiving such messages by simply setting your notification settings on your profile page.

Except as otherwise stated herein, Wellsphere does not trade, rent, or share your Personal Information with third parties unless you authorize us to do so. Your Personal Information will be used only in accordance with this Privacy Policy and applicable privacy laws and Wellsphere will not share such information with any physician or other health care professional, employer, insurer, family member, or anyone else, unless you expressly authorize Wellsphere to do so (for example, we may disclose certain Personal Information on the Website in connection with your user profile if you have authorized us to do so by entering your information on the Profile Pages). Notwithstanding anything to the contrary contained in the foregoing, Wellsphere may disclose your Personal Information to, and allow its use by, trusted third-parties we have hired to provide services for us such as conducting online surveys for us or collecting and processing information on our behalf; provided such third parties are subject to terms no less restrictive than those set forth herein to protect your Personal Information.

Personally identifiable information that is collected from our surveys is used for research purposes, and is not used for sales solicitations. When a survey is sponsored by a third party, non-personally identifiable aggregated information of the survey results is reported to the sponsor. Personally identifiable information collected through market research will be used only by Wellsphere and its service providers and contractors and will not be given or sold to a third party without your consent or as otherwise permitted by this Privacy Policy. We will not knowingly accept survey responses from or conduct interviews with any person under the age of 18.

Although Wellsphere currently does not have a parent company, any subsidiaries, joint ventures, or other companies under common control with Wellsphere (collectively, “Affiliates”), Wellsphere may in the future. In the future, Wellsphere may share some or all of your Personal Information with these Affiliates, in which case Wellsphere will require its Affiliates to honor this Privacy Policy. If Wellsphere or its assets are acquired by another company, that company will gain access to the Personal Information collected by Wellsphere. Wellsphere will use reasonable efforts to require the acquiring company to assume the rights and obligations regarding your Personal Information as described in this Privacy Policy. In addition, Wellsphere may disclose your Personal Information if Wellsphere believes in good faith that such disclosure is necessary to comply with relevant laws or to respond to subpoenas or warrants served on Wellsphere.

Wellsphere may also collect and group demographic and preferences information, responses to surveys, and other Personal Information we collect from you in an aggregated, non-personally identifiable form for disclosure to our existing and potential business partners, affiliates, sponsors or other third parties. However, please be assured that this aggregated data will in no way personally identify you or any other visitors to this Website.

Disclosure to Linked Sites

There are links to third party websites operated by companies that are not affiliated with the Wellsphere Website and that do not have contracts to provide content or services through the Wellsphere Website. These links may be found in the wellness resources directory, advertisements, referenced within content, or placed beside the names or logos of sponsors. Wellsphere does not disclose your Personal Information to these third party websites without obtaining your consent. Wellsphere does not endorse and is not responsible for the privacy practices of these sites. If you choose to link to one of these third party websites, you should review the privacy policy posted on such other website to understand how that third party website collects and uses your personally identifiable information.

Minors Policy

We are committed to protecting the privacy of children. Neither Wellsphere nor any of its services are designed or intended to attract children under the age of 18. We do not collect personally identifiable information from any person we actually know is under the age of 18. If we discover that any personally identifiable information from a minor under the age of 18 has been submitted to Wellsphere or this Website unbeknownst to Wellsphere, we will remove that information from our database as soon as possible.

Contests and Reward Points

Wellsphere may promote certain contests and rewards from time to time. You must (a) be at least 18 years of age to participate in any online promotion or contest or submit any registration information or other information or content, and (b) agree to separate or additional terms or conditions of use as Wellsphere may prescribe on its Website in connection with such contests or rewards.

Security Statement

Wellsphere employs commercially reasonable security programs to protect your Personal Information from unauthorized access, use, or disclosure. However, you should be aware that Wellsphere cannot fully eliminate security risks associated with Personal Information. Despite Wellsphere’s strong efforts to protect your personally identifiable information and personal health information, there is always some risk that an unauthorized third party may find a way around our security systems or that transmissions of your information over the Internet may be intercepted.

Use of Cookies

Like most websites, Wellsphere requires cookies to function properly. Cookies are small text files that reside on your computer and identify you as a unique user. We use cookies to refine our site and simplify the user experience. This cookie technology allows users to move more quickly through our Website. For example, the use of cookies allows registered users to enter our site without explicitly typing in their email address and password every time they access this Website. Wellsphere uses session ID cookies for increased security reasons. The user's session ID cookie stores only an identification ID that Wellsphere uses to identify a user as the user moves throughout the Website. The session ID cookie does not contain any personally identifying information. When a user closes the browser, logs out, or goes for extended periods of time without activity, the cookie terminates.

If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature; however, you should note that cookies may be necessary to provide you certain features available on the Wellsphere Website.

Information Collected by Third Parties Not Acting on Behalf of Wellsphere

Sponsors or advertisers on this Website may use their own Cookies or other online tracking technologies in the advertisements served on the Website and in emails, special promotions or newsletters you agree to have sent to you as a result of being on our site. Some advertisers use companies other than Wellsphere to serve their ads and to monitor users' responses to ads, and these companies (“Ad Servers”) may also collect Non-Personal Information through the use of Cookies or Web Beacons on our Website. In certain situations, information collection may be facilitated by momentarily directing your browser to the website of an Ad Server or other third party acting on behalf of the sponsor, partner, or advertiser before re-directing your browser to its selected area. You should be aware that Wellsphere cannot control the use of cookies by advertisers or any information advertisers may gather from their use of cookies.

Updating or Removing your Personal Information

As a registered Wellsphere user you can modify your Personal Information at any time by accessing the “User Profile” section of the Website. Wellsphere will allow you to correct, update or review information you have submitted by going back to the specific user information page, logging-in, and making the desired changes. Also, upon your request, Wellsphere will use commercially reasonable efforts to functionally remove you and your Personal Information from the Website; however, it may be impossible to remove your entry without some residual information being retained by Wellsphere. Registered users who wish to close their account should contact us at privacy@wellsphere.com.

If you have a complaint or problem, please email us at support@wellsphere.com. Our Support team will forward your complaint to the appropriate internal Wellsphere department for a response or resolution. We try to answer every email within 2 business days. If you want to (1) delete your personally identifiable information from our systems, (2) update the personally identifiable information that you have provided to us, or (3) change your preferences with respect to marketing contacts or other activities; you can email us at privacy@wellsphere.com.

Or you may write to us at:

Wellsphere
Attention: Privacy
1730 S. El Camino Real
Suite 600
San Mateo, CA 94402

Changes to Privacy Policy

By using the website, you signify your agreement to the terms of our Privacy Policy. If you do not agree with these terms, you should not use the site. Wellsphere may modify this Privacy Policy at any time. If a material change is made to this Privacy Policy and/or the way we use our users’ personally identifiable information or personal health information, then we will post a prominent notice of the nature of such change on the first page of this Privacy Policy. You are responsible for reviewing this Privacy Policy periodically to ensure that you are aware of any changes to it. Your continued use of the Website indicates your assent to any changes to this Privacy Policy.

General terms

Amendment, Suspension and Termination

Subject to the provisions above, Wellsphere may modify, and amend these Terms as it deems appropriate at any time with or without notice, by updating this posting. Each such modification will be effective as of the date of the posting of the amended Terms. You should visit this page periodically to review the then-current Terms. If at any time these Terms are not acceptable to you, you should immediately cease use of the Website and Website Materials. You agree that the above-stated standard for notice of amendments is reasonable. In addition, Wellsphere reserves the right to suspend, discontinue, or terminate your access to the Website or Website Materials at any time, for any reason, and with or without notice.

Limitation of Liability

IN NO EVENT WILL WELLSPHERE OR ITS SUPPLIERS OR LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES AND EACH OF THEM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, ARISING OUT OF OR RELATED TO THE USE OF, DELAY IN BEING ABLE TO USE, OR INABILITY TO USE, THIS WEBSITE OR THE WEBSITE MATERIALS, ANY LINKED WEBSITE, OR ANY THIRD-PARTY PRODUCTS OR SERVICES, OR DAMAGES FROM YOUR RELIANCE ON THE RECOMMENDATIONS OR RESULTS BASED ON OR GENERATED FROM THE WEBSITE MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF WELLSPHERE OR ITS SUPPLIERS OR LICENSORS, ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer

WELLSPHERE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY, CORRECTNESS, TIMELINESS, OR CONTENT OF THE MATERIALS PROVIDED ON THIS WEBSITE. YOU AGREE THAT WELLSPHERE IS NOT RESPONSIBLE OR LIABLE FOR YOUR RELIANCE UPON ANY WEBSITE MATERIALS OR RECOMMENDATIONS OR RESULTS BASED ON OR GENERATED FROM SUCH WEBSITE MATERIALS. IN ADDITION, YOU SHOULD NOT ASSUME THAT THE WEBSITE MATERIALS ON THIS WEBSITE ARE CONTINUOUSLY UPDATED OR OTHERWISE CONTAIN CURRENT INFORMATION. WELLSPHERE IS NOT RESPONSIBLE FOR SUPPLYING CONTENT OR MATERIALS FROM THE WEBSITE THAT HAVE BEEN PROVIDED BY OTHER USERS OF THE WEBSITE, HAVE EXPIRED, OR HAVE BEEN REMOVED. THE WEBSITE MATERIALS ARE PROVIDED “AS IS” AND WELLSPHERE MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY WEBSITE MATERIAL DISTRIBUTED THROUGH ITS WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WELLSPHERE HEREBY DISCLAIMS ANY AND ALL WARRANTIES (EXPRESS OR IMPLIED), CONDITIONS OR OTHER TERMS OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE.

BY USING THIS WEBSITE YOU AGREE TO ACCEPT ALL RISKS ASSOCIATED WITH THE WEBSITE MATERIALS AND ANY RECOMMENDATIONS, RESULTS, OR REPORTS BASED ON OR GENERATED FROM SUCH WEBSITE MATERIALS. THE WEBSITE MATERIALS AND ANY RECOMMENDATIONS, RESULTS, OR REPORTS BASED ON OR GENERATED FROM SUCH WEBSITE MATERIALS ARE NOT INTENDED TO REPLACE THE CARE YOU WOULD RECEIVE FROM A PHYSICIAN OR OTHER MEDICAL PROFESSIONAL OR TO BE USED AS A MEDICAL DIAGNOSIS. ALWAYS CONSULT YOUR DOCTOR BEFORE BEGINNING ANY HEALTH PROGRAM, EXERCISE PROGRAM, NUTRITIONAL PROGRAM, OR ANY OTHER PROGRAM YOU LEARNED ABOUT THROUGH THE WEBSITE OR WEBSITE MATERIALS OR BASED ON ANY RECOMMENDATIONS, RESULTS, OR REPORTS BASED ON OR GENERATED FROM SUCH WEBSITE MATERIALS. WELLSPHERE IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY THAT MAY RESULT FROM ACTIONS TAKEN OR NOT TAKEN BY YOU RELYING ON THE WEBSITE, WEBSITE MATERIALS, OR ANY RECOMMENDATIONS, RESULTS, OR REPORTS BASED ON OR GENERATED FROM SUCH WEBSITE MATERIALS.

Indemnification

You agree to defend, indemnify and hold harmless Wellsphere and its officers, directors, employees, contractors, and any Affiliates it may have from any and all demands, claims, damages, liabilities, expenses, or harms, including attorneys fees, arising out of or in connection with your use of this Website, online conduct, breach of these Terms, or dealings or transactions with other persons resulting from your use of this Website.

Miscellaneous

The sections titled Content You Submit to or Post on the Website, Limitation of Liability, Indemnification, Disclaimer, and Miscellaneous shall survive any termination of these Terms. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure of Wellsphere to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The provisions stated herein are severable and if any provision(s) of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

With respect to any and all disputes arising out of or in connection with this Website or these Terms, Wellsphere and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution.

Wellsphere has no obligation to become involved in any dispute between a user and any other person. You are solely responsible for your interactions with other Wellsphere users. Wellsphere reserves the right, but has no obligation to, monitor disputes between you and other members. This Website, these Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. Wellsphere and you agree that all disputes arising under these Terms will be settled exclusively through confidential binding arbitration in San Francisco, California or another forum mutually agreed upon by you and Wellsphere, pursuant to the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association by a sole arbitrator nominated by agreement of you and Wellsphere and confirmed in accordance with the Rules. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Wellsphere is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms pending a final arbitral decision.

These Terms constitute the entire agreement between you and Wellsphere with respect to the subject matter hereof. Neither you nor Wellsphere shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of the Terms. No oral explanation or oral information by either party hereto shall alter the meaning or interpretation of the Terms. No modification or amendment to these Terms by you will be effective unless assented to in writing by Wellsphere.

Contacting Wellsphere

Questions regarding these Terms should be directed to:

Wellsphere
1730 S. El Camino Real
Suite 600
San Mateo, CA 94402

If you have any specific questions about our Privacy Policy, the privacy practices of this website, or if you want to exercise any of the rights that you are given under this Privacy Policy, you can contact us by email at privacy@wellsphere.com or write to us at the following address:

Wellsphere
Attention: Privacy Officer
1730 S. El Camino Real
Suite 600
San Mateo, CA 94402

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