Welcome to the Healthways website available at “www.healthways.com” (this “Site”). This Site is owned and operated by Healthways, Inc. (“Healthways”). Please read this agreement carefully before using this Site. By accessing or using this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting your personal information to Healthways, you agree to and are bound by the terms, conditions, policies and notices contained on this page (these “Terms”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Tennessee law.
Se aplicará la versión inglesa de la Política de privacidad y las Condiciones de uso. La Política de privacidad y las Condiciones de uso se regirán e interpretarán conforme a la legislación de Estados Unidos; Healthways no se pronuncia en ningún sentido acerca de la idoneidad o disponibilidad de uso de este sitio web fuera de Estados Unidos.
La version anglaise des dispositions générales de la protection des données et des conditions d’utilisation devra s’appliquer. Les dispositions générales de la protection des données et les conditions générales devront être régies par la loi des Etats-Unis et interprétées selon celle-ci, et Healthways ne garantit pas que ce site soit approprié et disponible pour l’utilisation dans des endroits situés en-dehors des Etats-Unis.
Rechtlich verbindlich ist allein die englische Version der Datenschutzrichtlinie und der Nutzungsbedingungen. Die Datenschutzrichtlinie und die Nutzungsbedingungen unterliegen dem Recht der Vereinigten Staaten von Amerika und sind in Übereinstimmung mit diesem auszulegen. Healthways macht keine Zusicherungen, dass die Website für die Nutzung außerhalb der Vereinigten Staaten geeignet oder verfügbar ist.<
Last updated and effective as of December 10, 2009.
(a) All contents of this Site are: ©Healthways, Inc. All rights reserved. HEALTHWAYS, EMBRACE, and the HEALTHWAYS logo are trademarks of Healthways, Inc. This Site contains copyrighted material, trademarks, service marks, trade dress and other proprietary content, including but not limited to text, software, photographs, images, logos, video and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of this Site and the Content are copyrighted as a collective work under United States copyright laws (collectively, “Intellectual Property Rights”). You are only permitted to use Content as expressly authorized herein or in writing by Healthways. Neither these Terms nor your use of this Site transfers any right, title or interest in the Site or the Content to you, and Healthways and its third party licensors retain all of its and their respective rights, title and interest to the Site and Content.
(b) Except as provided in these Terms, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from this Site, in whole or in part, without the express permission of Healthways.
(c) This Site is available worldwide to anyone with Internet access. However, this Site may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service or other unforeseen circumstances. Further, a reference to a product or service on this Site does not imply that such product or service is or will be available in your location. The content of this Site is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations.
(d) Certain product, service, or company designations for companies other than Healthways may be mentioned in the Site for identification purposes only. Third party trademarks, trade names, logos, product or services names contained on this Site are the trademarks, registered or unregistered, of their respective owners.
(e) Nothing contained in these Terms shall be construed as conferring any other license or right, expressly, by implication, by estoppel or otherwise, under any of our Intellectual Property Rights or under any third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.
Except as indicated to the contrary elsewhere on this Site, you may view, copy, retransmit and print the Content available on this Site subject to the following conditions:
You may also link or hyperlink to the home page of this Site from any Acceptable Site (as defined below), but only if:
In using the Site, you agree that you shall not:
There may be opportunities for public comment on this Site, including bulletin boards, testimonials, case studies, and other forums (the “Forums”). The Forums offer an opportunity for communication and information sharing among a variety of participants. Healthways hopes the Forums provide visitors with a wealth of information from fellow participants and public commentators. However, please take a moment to read these guidelines for participation in the Forums. These guidelines apply both to content and hyperlinks to external sites posted by Forum contributors.
Healthways has no obligation to monitor any Forums on this Site. However, Healthways reserves the right to review, modify, distribute, remove or delete any public comment at any time. Healthways also reserves the right at all times to disclose any information as Healthways deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Healthways’ sole discretion.
By uploading, transmitting or posting any content, you grant Healthways a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute the content in its entirety or in part for any purpose. You also certify that any person appearing or referenced in the transmitted or posted content has authorized Healthways to use copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute the content in its entirety or in part for any purpose. Healthways is not obliged to maintain back-up copies of any material submitted or posted on the Forums. You agree to indemnify Healthways and its employees, affiliates, and directors from any and all claims and losses, including attorneys’ fees, arising from the transmitted or posted contents and any failure to comply with these Terms.
Healthways may change these Terms from time to time. Please review these Terms periodically for any updates or changes. Your continued use of this Site following the posting of any updates or changes to these Terms constitutes your acceptance of such changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to immediately terminate use of the Site.
Healthways reserves the right to modify or terminate your access to the Site (or portions of the Site) at any time, temporarily or permanently, with or without notice to you. Sections 1, 3, 4, 5, this Section 6 and 9-20 of these Terms shall survive any termination of these Terms. Healthways may also impose limits on certain features, restrict your access to parts or all of this Site, or charge fees for access to portions of this Site without notice or liability. You acknowledge and agree that Healthways will not be liable to you or any third party in the event that Healthways exercises its right to modify or terminate access to this Site or portions of this Site.
In accordance with the Digital Millennium Copyright Act (“DMCA”) http://lcweb.loc.gov/copyright/, Healthways has designated an agent to receive notifications of alleged copyright infringement associated with the Site. Healthways will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action under the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify our copyright agent at firstname.lastname@example.org or through the address set forth at the end of this page. When notifying Healthways of the alleged copyright infringement, please include, in accordance with the DMCA, all of the following information:
If material is believed in good faith by Healthways to infringe a copyright or otherwise violate any Intellectual Property Rights, Healthways will remove or disable access to any such material.
As a convenience to you, this Site may provide links to websites and access to content, products and services of third parties, including without limitation, Healthways’ affiliates and strategic partners and other entities with which our connection consists of only a hyperlink (“Linked Sites”). All Linked Sites are provided only because they may be of interest to Site users. Information and views contained in Linked Sites are not adopted by Healthways.
Our goal is to provide complete, accurate, up-to-date information on our Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. This Site may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. Healthways therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.
Nothing on this Site constitutes investment advice, including Healthways’ filings with the Securities and Exchange Commission. Any stock prices provided by this Site are not official market quotations and are not to be considered a substitute for obtaining pricing information from official sources.
This Site may contain information that includes or is based upon forward-looking statements within the meaning of the federal securities laws, specifically the Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They typically use words such as or similar to “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe.”
Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will may have a significant impact on actual future results. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially, and there are no guarantees about the performance of Healthways’ stock or business. Given these uncertainties, you should not place undue reliance on such forward-looking statements. You should review our SEC filings for more information on these and other factors that could affect Healthways.
Please note that this Site provides access to historical or previously-posted materials. Typically such materials will be located in a distinct section of the Site, but please take note of the date provided in connection with materials accessed through the Site. In addition, the Site from time to time includes summaries or synopses of relevant information. Whenever possible, Healthways attempts to make clear that such information is not a complete analysis and provide reference to more comprehensive information or analysis. Should you desire additional information with respect to such summaries or synopses, please review our SEC filings.
The Site is designed for educational purposes only. This Site does not provide medical advice, diagnoses or recommendations about medical treatment, and does not recommend or endorse any products or information that may be contained in the Content for your particular circumstances. Healthways has no access to your relevant clinical information and that your specific medical treatment regimen is the responsibility of your treating physician. Healthways encourages you to consult your health care provider with any questions or concerns you may have regarding any medical condition. You expressly acknowledge and agree that Healthways is not responsible for the results of your decisions made based on your use of this Site or any Forum.
THE CONTENT ON THIS SITE IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE SITE IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE! IN AN EMERGENCY CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THIS SITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THIS SITE, ARE PROVIDED ON AN “AS IS, WHERE IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. HEALTHWAYS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HEALTHWAYS MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE OR ACCURATE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (E) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
IN NO EVENT SHALL HEALTHWAYS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INCREASED OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING FROM YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THIS SITE OR ANY SERVICES PROVIDED IN CONNECTION WITH THIS SITE, EVEN IF HEALTHWAYS HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY IN SOME CIRCUMSTANCES. CONSEQUENTLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Healthways, its affiliates, shareholders, directors, officers, co-branders, subsidiaries, parents, employees and agents, harmless from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys’ fees and costs of litigation, arising out of or in any way related to your use of or access to this Site, your use of the Content (including any use by your employees), your violation of these Terms or your violation of any rights of another.
You agree that any claim or cause of action arising out of your use of this Site or these Terms must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Healthways to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
You agree that any dispute arising out of or relating in any way to your use of this Site requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, Healthways may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in Nashville, Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law.
BECAUSE THE USE OF THIS SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee or to any Federal Court located within the State of Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (b) to service of process in any such action by registered mail or any other means provided by law. Should this Section 17 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Nashville, Tennessee.
You acknowledge (a) that you have read and understood these Terms; and (b) that these Terms have the same force and effect as a signed agreement.