Terms of Use

HUMANA FIT TERMS OF USE AGREEMENT

1. INTRODUCTION AND ACCEPTANCE

Welcome to the Humana fit program offered by Humana Inc. (“HI,” "us," "we," or "our") on and through the website, www.humanafit.com (the “Website”). We are pleased to offer Humana fit, a variety of online fitness and nutrition tools and calculators, mobile device applications, geo-mapping applications, social networking components--including but not limited to, intra-website message services, discussion forums, community groups, personal profile pages--other fitness and health related products and services, and select promotional offers (collectively, the "Services").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE OR ANY SERVICES. BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) OR PURCHASING SERVICES YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 15 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE OR PURCHASE ANY SERVICES FROM US.

IF YOU BELIEVE IN ANY WAY THAT YOU NEED COUNSELING OR MEDICAL INTERVENTION TO RESOLVE YOUR HEALTH ISSUES, CONCERNS, OR BOTH, THEN THIS PROGRAM IS NOT FOR YOU. IN SUCH A CASE, PLEASE CONTACT YOUR HEALTHCARE PROVIDER. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE AND/OR OUR SERVICES IS AT YOUR OWN RISK.

In addition to these Terms of Use, we have established a Privacy Policy to explain how we collect and use information about you. A copy of this Privacy Policy can be found here: Privacy Policy and is incorporated by reference into these Terms of Use. By accessing or using the Website or purchasing Services, you are also signifying your acknowledgement and agreement to our Privacy Policy.



2. NOT A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE

(A) Neither our Website including, without limitation, any content and software offered on or through the same nor our Services are intended as a substitute for professional advice, diagnosis, or treatment. We do not deal with clinical issues, but non-clinical issues only. You are responsible for your own medical care, treatment, and oversight. You should always seek the advice of a physician or qualified health professional with any questions regarding a clinical medical condition. You should never disregard or delay seeking medical advice because of information you read on this Website or that you receive as the result of our Services.

(B) While our websites offer suggestions and tips for activity, Humana fit is not intended to replace real medical coaching and advice. Although we may provide links to resources for health advice on our Website, we are not responsible for directing persons for any treatment types.

(C) Our Website and our Services are intended to provide information only and in some instances limited interactive discussion and advice. The depth and breadth of such information, discussion, and advice is limited by the nature of the Website and our Services. You may not rely on any information or opinions expressed on our Website or through our Services. It is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the same.

(D) YOUR USE OF OUR WEBSITE OR OUR SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP.



3. WEBSITE ACCESS AND SERVICES AVAILABILITY

(A) Access to our Website and Services is provided for the purposes set forth in Section 2(C) above. Any other access to or use of this Website or our Services is unauthorized.

(B) When using the Website or our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available on our Website or through our Services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print content or both. In such a case, you may download or print (as applicable) one copy of such content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing such content.

(C) Furthermore, except as expressly permitted in these Terms of Use, you may not:

(i) use the Website or Services for the purpose of creating, developing, or promoting any enterprise, whether for profit or non-profit;

(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or information that we may provide through our Services;

(iii) circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Services;

(iv) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy content from publicly accessible portions of the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;

(v) collect or harvest any personally identifiable information from the Website including, without limitation, member names, passwords, email addresses;

(vi) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;

(vii) decompile, reverse engineer, or disassemble any portion of any the Website;

(viii) use network-monitoring software to determine architecture of or extract usage data from the Website;

(ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another member, person, or entity; or

(x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce.

(D) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.



4. MEMBER REGISTRATION

(A) In order to purchase Services or to access certain areas of our Website, you must become a registered member. If you are under the age of eighteen (18), then you are not permitted to register as a member or otherwise use our Services unless sponsored by a parent or legal guardian.

(B) If you become a registered member, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password (a “Membership”). You are responsible for safeguarding and maintaining the confidentiality of your user name and password. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to notify us immediately at support@humanafit.com of any unauthorized use (or attempted unauthorized use) of your Membership. We reserve the right to require you to change your login name or password.

(C) Some services on the Humana fit Site permit or require you to create an account to participate or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes (the "Registration Data"). You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph. You also agree to promptly notify at Humana fit Help of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to any Humana fit Site. In addition, you agree to exit from your account at the end of each session.

Subject to applicable law, we may suspend or terminate your account and your ability to use any Humana fit Site or portion thereof for failure to comply with these terms of use or any special terms related to a particular service, for infringing copyright, or for any other reason whatsoever.



5. CONFIDENTIALITY. Information that may be disclosed to you through use of our Website and/or Services including, without limitation, software, documentation, and know-how related to our program is confidential and proprietary to us, our licensors, or both. You agree to maintain such information in strict confidence and use such confidential information only for the purpose for which it was disclosed. You agree not to disclose such confidential information to third parties unless authorized by us to do so. These restrictions shall not be construed to apply to information which you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you; (ii) becomes publicly known and made generally available to the public through no action or inaction by you; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure as shown by your documents and other competent evidence prior to the time of disclosure.



6. PUBLIC FORUMS

(A) This Section 6 applies to content that you may submit to public or semi-public areas of our Website such as member discussion forums which are designed to allow members to communicate with each other. Your communications with your health coach are private, subject to our privacy policy which is available here [insert link].

(B) We may now or in the future permit members to post, upload, transmit through, or otherwise make available on the Website (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“Member Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your Member Content. We do not guarantee any confidentiality with respect to Member Content even if it is not published on the Website. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Member Content, and we do not accept any responsibility for the same.

(C) You shall not submit any Member Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Member Content that you submit.

(D) You represent, warrant, and covenant that you will not submit any Member Content that:

(i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;

(ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, harassing, profane, pornographic, or otherwise objectionable or in appropriate;

(iii) is an advertisement for goods or Services or a solicitation of funds;

(iv) includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;

(v) contains a formula, instruction, or advice that could cause harm or injury; or

(vi) is a chain letter of any kind.

Moreover, any conduct by a member that in our sole discretion restricts or inhibits any other member from using or enjoying the Website or Services will not be permitted.

(E) By submitting Member Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sub licensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the Member Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such Member Content. You understand and agree all Member content shall be disclosed to Humana HR department to measure the effectiveness of this associate program.

(F) We have the right, but not the obligation, to monitor Member Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any Member Content.



7. FEES

(A) Section 7 is not applicable to you if your Membership is paid for by someone other than you (i.e. your employer or health care provider).

(B) Our Services are subscription-based Services. When you register to become a member, you agree to pay all charges incurred as a result of your Membership including, without limitation, any applicable taxes that we do not collect on your behalf. Your Membership will automatically be renewed and your credit card will be automatically charged on a monthly basis for so long as you remain a member. You acknowledge and agree that we are not required to send you any advance notice or confirmation that your credit card has been charged.

(C) We reserve the right to modify our fees at any time for any reason upon notice to you. From time to time we may add or modify certain offerings or Services and we reserve the right to charge you additional or different fees in consideration for providing such new or modified Services to you.

(D) If we are unable to charge a payment to your credit card or you are issued a refund for any reason including, without limitation, you receive a chargeback, then we reserve the right to immediately either suspend or terminate your access and Membership, thereby terminating these Terms of Use and all of our obligations hereunder.



8. MEMBERSHIP CANCELLATION

(A) If you subscribe to our Services, then you may cancel your Membership by deactivating your account at http://www.humanafit.com/account/settings. You may also contact customer service at support@humanafit.com.



9. TERMINATION

(A) These Terms of Use are effective until terminated by you or us. Upon termination, you must cease your use of our Website and Services. Subject to applicable law, we reserve the right in our sole discretion and at any time to terminate or suspend your Membership, these Terms of Use, and/or block your access to the Website and Services without notice for any reason and without refunding any fees that you have paid to us. You agree that we shall not be liable to you or any third party for any termination or suspension of your Membership or for blocking your access to the Website.

(B) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, any third-party beneficiary clauses, provisions related to intellectual property ownership and user confidentiality obligations, and all of the miscellaneous provisions in Section 17. We reserve the right to delete any or all program or data files associated with your Membership upon cancellation or termination of your Membership or termination of these Terms of Use.



10. INTELLECTUAL PROPERTY. The Website and Services and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Website or in connection with our Services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Website or our Services. Any rights not expressly granted in these Terms of Use are expressly reserved.



11. DISCLAIMERS. THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, HCS, [INSERT APPLICABLE CLIENT NAME] AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANY, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARD, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY, THE “HCS ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES , EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE WEBSITE OR SERVICES; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE WEBSITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR SERVICES; (6) WARRANTIES THAT YOUR USE OF THE WEBSITE OR SERVICES WILL BE SECURE OR UNINTERRUPTED; (7) WARRANTIES THAT ERRORS IN THE WEBSITE, SERVICES, AND INFORMATIONAL CONTENT WILL BE CORRECTED; AND (8) WARRANTIES RELATED TO THE INFORMATION, ADVICE, SUGGESTIONS AVAILABLE ON OUR WEBSITE OR PROVIDED THROUGH OUR SERVICES. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY US OR OUR COACHES SHALL CREATE A WARRANTY OF ANY KIND.



12. LIMITATION ON LIABILITY

(A) UNDER NO CIRCUMSTANCES SHALL HUMANA ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE HUMANA ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE SERVICES, OR THESE TERMS OF USE WHETHER DIRECTLY OR INDIRECTLY. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES THAT RESULT FROM (1) NEGLIGENCE; (2) THIRD-PARTY STATEMENTS, CONTENT, OR CONDUCT MADE AVAILABLE ON OR THROUGH OUR WEBSITE OR SERVICES; (3) ANY USE OF GOODS, SERVICES, OR INFORMATION RECEIVED THROUGH OR IN CONNECTION WITH OUR WEBSITE OR SERVICES, LINKED TO FROM OUR WEBSITE OR SERVICES, OR ADVERTISED IN CONNECTION WITH OUR WEBSITE OR SERVICES; (4) ANY OTHER MATTER RELATING TO OUR WEBSITE, SERVICES, OR THESE TERMS OF USE; OR (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS . YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR SERVICES IS TO STOP USING THE WEBSITE AND, IF APPLICABLE, CANCEL YOUR MEMBERSHIP.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY EXCEED THE GREATER OF (1) THE TOTAL PAYMENTS RECEIVED FROM YOU BY HCS DURING THE TWELVE (12) MONTH PERIOD PRECEDING YOUR CLAIM; OR (2) $500.00. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY ACCESS OR USE OF THE WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.



13. INDEMNIFICATION. You agree to indemnify and hold harmless the Humana Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website or Services; (ii) Member Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.



14. COPYRIGHT POLICY

(A) We respect the intellectual property rights of others and expect our users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of persons suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:

Robin Thurston
Suite 200
Carrington Building
522 East Street
Austin, TX 78701
303-219-0921 (Phone)
877-580-5129 (Fax)
robin@mapmyfitness.com

(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

(iii) Identification of the 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 information reasonably sufficient to permit us to locate the material.

(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.



15. AMENDMENT; ADDITIONAL TERMS

(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website, our Services, or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website, our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(B) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review these Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms of Use or to any Additional Terms, immediately discontinue use of the Website and, if applicable, terminate your Membership.



16. THIRD PARTY CONTENT AND LINKS

(A) The Website may contain third-party content or we may provide third-party content through our Services. In some cases, this content may be posted by users of our Website or Services. In other cases, we may post third-party content on our Website or provide it through our Services. Such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.

(B) The Website may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.



17. MISCELLANEOUS

(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

(B) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

(C) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

(D) You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(E) These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Website, the Services, or these Terms of Use shall be brought exclusively in the state and federal courts of Hamilton County, Ohio and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.



18. THIRD-PARTY BENEFICIARY. The parties agree that Humana Inc. is a third-party beneficiary to these Terms and Conditions and entitled to enforce is terms.