Terms of Use

Terms of Use

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.

Translations on this Site are provided for convenience only.  The English version of the Privacy Policy and Terms of Use shall apply.  The Privacy Policy and Terms of Use shall be governed by and construed in accordance with United States law, and Healthways makes no representation that this Site is appropriate or available for use in locations outside of the United States. 

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.

1.  SITE CONTENT

(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. 

2.  PERMISSIBLE USE

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:

(a) The Content is used solely for personal, informational, or internal business purposes;
(b) the Content is not provided, sold, licensed or leased (nor is access provided to the Content) for any fee or other consideration;
(c) all copyright, trademark and other proprietary rights notices included in the Content as presented on this Site appear on all copies;
(d) the Content is not modified or altered in any way; and
(e) no graphics are used separately from accompanying text. 

You may also link or hyperlink to the home page of this Site from any Acceptable Site (as defined below), but only if:

(a) You do not frame the Site or any portion of the Site;
(b) the hyperlink to the Site is not used in a way that suggests that Healthways endorses you or your website;
(c) the link to the Site is not used or presented in any way that disparages Healthways or tarnishes, blurs or dilutes the quality of Healthways’ names or trademarks or any associated goodwill; and
(d) the link to the Site is not displayed on any web page that displays objectionable content or links, including but not limited to, any content or information that:  (i) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (ii) a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically or otherwise objectionable or offensive in any way; (iii) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party’s intellectual property or proprietary rights; or (iv) violates or encourages others to violate any applicable law.

3.   USER CONDUCT

In using the Site, you agree that you shall not:

(a) Delete, modify, hack or attempt to change or alter any of the Content on the Site;
(b) use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Site or servers or networks connected to the Site, or take any other action that interferes with other parties’ use of the Site;
(c) use any robot, spider or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for purposes other than for a generally available search engine;
(d) use any Healthways names, service marks, or trademarks without our prior written consent, including without limitation as metatags, search engine keywords, or hidden text;
(e) use any material or information, including images or photographs, which are made available through this Site in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party; or
(f) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

4.   FORUMS AND PUBLIC COMMENTS

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.

(a) When participating in the Forums, please share your thoughts politely and constructively. While Healthways encourages discussion of challenging topics, we want to make sure that they take place in a climate of mutual respect. User generated content that is abusive, vulgar, racist, slanderous, harassing, misleading, irrelevant, or otherwise objectionable, or any comment that calls for unlawful or illegal behavior or might result in harm to others is strictly prohibited.
(b) User comments do not represent the professional advice or opinions of Healthways or its personnel. The results of any actions you take based on the comments available in the Forums are your responsibility alone. You are solely responsible and liable for all activities conducted by you in connection with the Forums and for the content of your comments. 
(c) Users are solely responsible for ensuring that they do not act in any manner which constitutes, or forms a part of a course of conduct amounting to, a violation of any state, federal or other applicable competition law.  If you violate the terms of this Agreement, you may have your access to the Forums suspended and may permanently be banned from using such Forums.  In the event that any user has concerns that posted information is objectionable, the user is encouraged to contact Healthways at webmaster@healthways.com.  Healthways will make reasonable efforts to remove the comment if removal is necessary.  
(d) You are not allowed to upload, post or transmit any message, data, code or software that would violate the proprietary rights of Healthways or others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or use any trademarks or service marks in an infringing fashion.  
(e) You are not allowed to upload, post or transmit any materials, data or media that includes your personal health information (“PHI”) or the PHI of any third party.  
(f) You are not allowed to upload, post or transmit any advertisements or solicitations of business, chain letters or pyramid schemes, or to upload, post, or transmit the same posting more than once.

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.

5.   MODIFICATIONS TO 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.

6.   TERMINATION OF SITE/MODIFICATIONS TO 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.

7.   YOUR PRIVACY

Healthways will treat any information it collects from you through this Site in accordance with its Privacy Policy (the “Privacy Policy”), which is hereby incorporated by reference.  Please review the Privacy Policy before you use this Site. If you are unwilling to accept the terms and conditions of the Privacy Policy, please do not use this Site.

8.   COPYRIGHT INFRINGEMENT

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 webmaster@healthways.com 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:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
(b) identification of the copyrighted work alleged to have been infringed;
(c) a description of the material that is claimed to be infringing and information sufficient to locate the material on the Site;
(d) information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
(e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

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.

9.   OTHER SITES, CONTENT, PRODUCTS AND SERVICES

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.

You should refer to the separate terms of use, privacy policies, and other rules posted on Linked Sites before you use them.  Healthways does not author, edit or monitor these Linked Sites, and is not responsible or liable for (a) the availability of or content provided on such Linked Sites, nor does inclusion of any link imply endorsement of the Linked Sites by Healthways, or vice versa; (b) third party content accessible through such Linked Sites; (c) any loss or damage whatsoever you may incur from dealing with any Linked Site; or (d) your dealings with any third parties found on or through this Site.  You bear all risk associated with the use of such Linked Sites, third party services, and your correspondence or business dealings with advertisers other than Healthways found on or through this Site. 

10.   TYPOGRAPHICAL ERRORS

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.

11.   NO INVESTMENT ADVICE; FORWARD LOOKING INFORMATION

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.

12.  NO MEDICAL ADVICE

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.

13.  DISCLAIMER

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. 

14.   LIMITATION OF LIABILITY

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. 

15.  INDEMNITY

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. 

16.  LIMITATION ON ACTIONS BROUGHT AGAINST HEALTHWAYS

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. 

17.  DISPUTE RESOLUTION

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.

18.  ACKNOWLEDGEMENT 

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.

19.  GENERAL

In the event that any provision of these Terms is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of these Terms will remain in full force and effect. Healthways’ failure to act with respect to a breach by any visitor using the Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches.  These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States will govern.  These Terms and the Privacy Policy as posted from time to time by Healthways on this Site, and any modifications to the foregoing, constitute the entire agreement between the parties with regard to the subject matter in these Terms and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. 

20.  CONTACT INFORMATION

If you have any questions about these Terms, the practices of Healthways, or your dealings with this Site, please contact us through the address below.  You may also contact us to update your personal information by notifying us when you change your name or email address.
 
Address:         Healthways, Inc.
                        701 Cool Springs Blvd
                        Franklin, TN 37067