1. The Service.
1.1 HealtheYou grants you a non-transferrable right to use the Service subject to the terms of the agreement between HealtheYou and your employer. By clicking on “I Agree”, you agree to be bound by any and all license agreements that your employer has entered into with HealtheYou.
1.2 To provide you with the most current version of the Service, HealtheYou reserves the right to update, upgrade, or otherwise change the Service and any Applications at any time. By clicking on “I Agree”, you signify that you understand and agree that such updates, upgrades or other changes may occur from time to time during your use of the Service and Applications without prior notice to you.
2. Access to the Service and Security.
2.1 HealtheYou will create an account, with an associated password, through which you may access the Service based on the actual Services purchased by your employer. The date you are provided with such password shall be the Service Activation Date. You may access the Site either through a web browser or, as applicable, through certain other Applications.
2.2 Other than distribution of the initial password for access to the Service, HealtheYou will have no obligation or responsibility with regard to the use, distribution or management of such passwords. You agree to notify HealtheYou immediately if you suspect any unauthorized use of the Service, User Site or related passwords.
2.3 You acknowledge and agree that there is a strict limit of one user per account on any and all HealtheYou Applications. In addition, you may not share or disclose your username or password.
3. Restrictions and Prohibited Acts. As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that could damage, disable, overburden, or impair any HealtheYou server, or the network(s) connected to any HealtheYou server, or interfere with any other party's use and enjoyment of the Service. You may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any HealtheYou server or to the website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You may not use the Service, including any Application, on a timeshare or service bureau basis. In addition, you may not access or use the Service or distribute or display Content in any manner that:
3.1 Violates any laws or regulations or is not for a legitimate business purpose;
3.2 Introduces a virus, worm, Trojan horse or other harmful software code;
3.3 Consumes excessive CPU time, bandwidth, memory storage space, or any other system or network resources;
3.4 Engages in any systematic extraction of data or data fields, including without limitation email addresses;
3.5 Exposes HealtheYou to adverse publicity;
3.6 Infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property rights of any third party or HealtheYou;
3.7 Discloses or collects personally identifying information or private information about any third party without that party's consent (or parental consent in the case of a minor);
3.8 Transmits, promotes, solicits or comprises harassing, abusive, threatening, obscene, vulgar, libelous, pornographic or otherwise objectionable or unlawful content or activity;
3.9 Attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity;
3.10 Transmits junk mail, spam, chain letters, or other unsolicited email or duplicative messages;
3.11 Sells, leases, or rents access to or use of the Service;
3.12 Advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any high-risk activity where damage or injury to persons, property, environment or business may result;
3.13 Designs, develops, or creates a competitive product or service to HealtheYou's products and services;
3.14 Links to content that promotes any of the above; or
3.15 HealtheYou, using commercially reasonable judgment, finds objectionable.
5.1 Term. This Agreement shall become effective when you electronically register your acceptance of this Agreement by either clicking “I Agree” or by registering for and using the Service. The Term of this Agreement shall commence on the Service Activation Date and will continue in effect until the Service Term expires.
5.2 Termination by HealtheYou. HealtheYou may at any time terminate the Service and this Agreement, or suspend or restrict your access to the Service in whole or in part, if:
5.2.1 HealtheYou determines in its sole and exclusive judgment that terminating your Service is advisable for security reasons, to protect HealtheYou from liability, or for the continued normal and efficient operation of the Service.
5.3 Upon termination of Service, all rights granted to you under this Agreement and any Application License Agreement will terminate immediately. HealtheYou reserves the right to delete any data files associated with your use of the Service upon termination of the Service.
6. Proprietary Rights.
6.1 You acknowledge and agree that HealtheYou and its licensors own all right, title, and interest in: (a) the Service; (b) the Applications; (c) the User Site; (d) and any other HealtheYou software. In addition, you acknowledge that the Service, the Applications, the User Site and any other HealtheYou software are protected by United States and international copyrights, trademarks, patents and other proprietary rights and laws. You may not decompile, reverse engineer, decode or otherwise examine the internal functioning of the Service, the Applications, the User Site or any HealtheYou software, including the embedded HealtheYou Flash Player in Application-generated converted files, and may not make, use, sell, copy, reproduce, distribute, transmit, or create derivative works from the Service, the Application and any other HealtheYou software without HealtheYou's prior written consent.
6.2 You are welcome to send suggestions on improving the Service, but in doing so, you acknowledge and agree that such suggestions will become the property of HealtheYou without obligation to compensate you.
6.3 You agree and authorize HealtheYou to disclose any non-identifiable health or other information that you provide to HealtheYou to third parties who may use such information only for purposes of research.
7. Websites Links. HealtheYou may provide links to other websites or resources as part of the Service only as a convenience to you. HealtheYou is not responsible for the contents, products or services on any third party site and the inclusion of any link does not imply that HealtheYou endorses the content on such third party sites. You are visiting such third party sites solely at your own risk.
8. Warranty Disclaimers.
8.1 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8 (“SERVICE LEVEL AGREEMENT”), THE SERVICE AND THE APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED BY LAW, HealtheYou, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE AND THE APPLICATIONS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HealtheYou DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT OUR SERVERS AND SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT HealtheYou'S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO USER INFORMATION BY THIRD PARTIES.
8.2 THE SECURITY MECHANISMS INCORPORATED IN THE SERVICE HAVE INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SERVICE ADEQUATELY MEETS YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HealtheYou, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
8.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
9. Limitation of Liability.
9.1 NEITHER HealtheYou NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY APPLICATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF HealtheYou OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.2 THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
9.3 THE CONTENT CONTAINED IN THE SERVICE, APPLICATIONS, USER SITE AND ANY OTHER HealtheYou SOFTWARE, INCLUDING BUT NOT LIMITED TO TEXT, GRAPHICS, IMAGES, AUDIO, VIDEO, ANIMATIONS, ETC. (“CONTENT”) ARE FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT; NOR IS IT A REPLACEMENT FOR FINANCIAL OR BENEFITS ADVICE THAT YOU MAY RECEIVE FROM YOUR HUMAN RESOURCES DEPARTMENT OR PERSONAL FINANCIAL ADVISOR. THE INDIVIDUALS THAT APPEAR IN THE COURSE VIDEOS ARE ACTORS AND NOT MEDICAL PROFESSIONALS. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION; YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR HUMAN RESOURCES DEPARTMENT OR PERSONAL FINANCIAL ADVISOR WITH ANY QUESTION YOU MAY HAVE REGARDING HEALTH CARE BENEFITS OR FINANCIAL-RELATED HEALTH CARE ISSUES. HealtheYou IS NOT IN THE BUSINESS OF PROVIDING MEDICAL, HEALTH CARE, OR FINANCIAL ADVICE. RELIANCE ON ANY CONTENT IS SOLELY AT YOUR OWN RISK.
10. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of Michigan, excluding conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts of the State of Michigan and the United States federal district court located in Wayne County, Michigan. You are solely responsible for your familiarity and compliance with any laws that may prohibit your participation in or use of any part of the Service. This Agreement constitutes the entire agreement between you and HealtheYou and supersedes all prior agreements, representations and understandings between the parties regarding the subject matter contained herein. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect. HealtheYou's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HealtheYou in writing. From time to time, HealtheYou may be required to update or modify this Agreement and shall provide you notice of such modifications; provided, however, your use of the Service after such notice shall constitute acceptance of the new Agreement. Your rights hereunder may not be assigned or transferred to any third party without the written consent of HealtheYou. Each party will provide the other with written notice under this Agreement by sending the other party notice as follows: for you, notice will be sent to the address and contact person for your account and for HealtheYou, notice will be sent to HealtheYou, 2150 Butterfield Dr., Ste. 130, Troy, MI 48084 Attention: General Counsel.