Last Updated: November 20, 2020

Tivity Health, Inc.® (“Tivity”) owns and operates websites, online platforms, mobile applications and other services that link to this Privacy Policy and Terms of Use (collectively, the “Services”). Tivity and its subsidiaries are referred to as “We,” “Us,” or “Our.” “You” or “Your” refers to any visitor or user of the Services.

PLEASE READ THIS PRIVACY POLICY AND TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SERVICES.

By accessing or using the Services, You represent and warrant that You are at least eighteen (18) years old and possess the legal right and ability to agree to the following Privacy Policy and Terms of Use, and You agree to and are bound by the terms, conditions, policies and notices contained on this page (these “Terms”). If You do not agree to all of the terms and conditions of these Terms, do not use the Services! From time to time, We may revise these Terms. Any revisions will be effective when We post the revised Terms on the Services. You should regularly review these Terms whenever You enter the Services. If You object to any provision of these Terms or any subsequent modifications, Your only recourse is to immediately terminate use of the Services.
Depending upon where you live, additional terms and protections may apply. Click here for additional terms and protections if you are a California resident.

THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER.

PRIVACY POLICY

We value and respect the privacy of its customers and visitors. The purpose of this Privacy Policy is to provide you with information about Tivity’s policies regarding the collection, processing, use, storage, and disclosure of information when you use our Services. This Privacy Policy also describes the choices you can make about our use of your information.

We may update or modify this Privacy Policy at any time, by posting the amended version including the effective date of the updated version. By using the Services and accepting these terms, you agree to the terms of this Privacy Policy and the collection and use of information in accordance with this Policy. If you do not agree to be bound by this Privacy Policy or any subsequent modifications, you should not access or use our Services or disclose any personal information through our Services. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms of Use.

  1. HOW TO CONTACT US

You can update your preferences and information through your account(s) with our Services. Additionally, if you have any questions or concerns about our use of your Personal Information (defined below) or wish to communicate with our senior security official or senior privacy official, please do not hesitate to contact us by email at privacy@tivityhealth.com.

  1. HOW WE COLLECT PERSONAL INFORMATION

While using our Services, we may ask you to provide us with certain personally identifiable information (“Personal Information”). Personal Information is information that identifies, relates to, describes, can reasonably be associated with, or can reasonably be linked to a particular individual or household.

We collect information from you both when you provide it voluntarily and also automatically when you use our Services. We may also collect Personal Information from other sources, as described below.

We collect Personal Information from you and any devices (including mobile devices) you use when you: use our Services, register for an account with us, provide us information on a web form, or over the telephone, update or add information to your account, when you otherwise correspond with us or interact with us through the Services, engage or connect with us through one of our social media pages. Please remember that any information that is disclosed in public comments, forums or other areas enabling other users to submit comments (“Forums”) becomes public information, is not maintained or treated as confidential, and you should exercise caution when deciding to disclose your Personal Information.

In addition, we also collect Personal Information about you from third parties in connection with our Services, including from the following sources:

  • Our customers, including your health plan and others
  • Business partners, including participating fitness locations
  • Data analytics service providers
  • Email and other communications service providers
  • Customer service providers
  • Advertising providers
  • Social media platforms
  • Promotional partners
  1. INFORMATION WE COLLECT

We may collect the following categories of Personal Information from you, depending on your interactions with our Services and the choices you make, as further described in the chart below:

  • Identifiers. Your name, email address postal address, unique personal identifier, and Internet Protocol (IP) address.
  • Interactions. Records of products or services purchased, obtained, or considered, or other purchasing or consuming histories.
  • Internet or other electronic network activity information. For example:
  • Browse history. Data about the webpages you visit.
  • Search history. Data about the search terms you enter.
  • Device, connectivity, and configuration data. Data about your device and nearby networks, including regional and language settings.
  • Geolocation data. Data about your device’s location, which is inferred from your IP address and your postal address.
  • Professional or employment-related information. Data is collected from individuals seeking or maintaining employment through Tivity.
  • Demographic data. Data about you such as your age, country, preferred language and other data reflecting your consumer preferences and characteristics.
Information collected through use of our Services
Categories of Information Description of category How We Use Information
Account Information Registering for an account is an optional service provided by some of our Services.

This is the Personal Information that is provided by you or collected by us through a Tivity customer to enable you to login and access your account and/or our Services. This may include your name, address, email address, and phone number.

Some of the Personal Information we will ask you to provide is required in order to create your account. We may ask for your date of birth in order to verify your eligibility to receive certain Services.

· To provide, maintain, personalize and improve our Services.
· To respond to your questions and requests.
· To create, maintain and personalize your account with us.
· To provide support.
· To allow you to participate in interactive features of our Services when you choose to do so.
· To contact you with newsletters, marketing or promotional materials and other information that may be of interest to you.
Email Registration Information You may provide your email address in order to receive information, news and alerts via email. · To contact you with newsletters, marketing or promotional materials and other information that may be of interest to you.
Qualification Information This is the Personal Information that you provide if you choose to determine if you qualify to participate in certain Services. This includes your name, date of birth, email, phone number, and zip code. · To respond to your questions and requests.
· To contact you with newsletters, marketing or promotional materials and other information that may be of interest to you.
· To identify whether you may be a candidate for a health plan that offers the benefit that you have inquired about through the qualification check.
· To gather analysis and assess trends and interests.
Job Application Information This is the Personal Information that you provide if you choose to apply for job positions through the Services. This includes your name, phone number, email address, and career and educational history. We may ask for your license credentials if you are applying for a job position that requires a license. · To assess your job application and respond to you concerning a job position, at our discretion.
Payment and Purchasing Information We may use third parties to collect such Personal Information if you make a purchase through our Services. The exact Personal Information collected will vary depending on the payment method but will include information such as:

· Name;
· Credit or debit card type, expiration date, and certain digits of your card number;
· Billing and shipping addresses;
· Postal code; and
· Phone number.

Please note that we do not collect or maintain the above payment information and you should refer to the privacy policies for our payment processors. We may also collect information concerning the products purchased or considered, or other purchasing or consuming histories or tendencies.

· To process payments and provide you with the products purchased.
· To respond to your questions and requests.
· To provide customer support.
· To provide with more relevant content and advertisements.
· To send you personalized emails, including news, announcements, reminders and opportunities from Tivity.
Demographic Data We may collect such Personal Information when you provide feedback or post on a forum through our Services, including if you leave a comment on articles posted on the Services. · To provide, maintain, personalize, and improve our Services.
· To provide customer support.
· To monitor the usage of our Services.
· To gather analysis and assess trends and interests.
Location Information We may collect general location information if you use features on our Services that provide location-based services. · To provide you with location-based services.
· To monitor the usage of our Services.
· To gather analysis and assess trends and interests.
Usage Information This can be Personal Information and non-Personal Information that is collected about you when you are using our Services, and this may include:

· Information about your interactions with our Services, which includes the date and time of any information you enter into our Services and your interactions with other users of our Services and what content or features you interacted with.
· User content you post to our Services including messages you send and/or receive in the Forums and your interactions with our customer service team and other users.
· Technical data which may include URL information, cookie data, web beacons and other tracking technology information, your IP address, the types of devices you are using to access or connect to our Services, unique device IDs, device attributes, network connection type (e.g., WiFi, 3G, LTE, Bluetooth) and provider, network and device performance, browser type, language, and operating system. Further details about the technical data that is processed by us can be found below.

We or our third-party partners use common tracking tools (including cookies, web beacons, and pixels) to collect information about the pages you view, our Services functions that you access, the buttons and icons you click, and to make it easier and more efficient for you to use our Services, and to provide advertising content that we think may be of interest to you.

You can choose whether to accept cookies by changing the settings on your browser or device. For more information regarding your choices with respect to cookies and other tracking technologies, please see “Your Rights and Choices Regarding Your Information” below. However, if you choose to disable this function, your experience with our Services may be impaired and some features may not work as they were intended. When we use cookies or other similar technologies, we may set the cookies ourselves or ask third parties to do so to help us.

· To optimize the display of our Services on your device.
· To create, maintain and personalize your experience.
· To provide, maintain, personalize, and improve our Services.
· To provide customer support.
· To monitor the usage of our Services.
· To allow you to participate in interactive features of our Services when you choose to do so.
· To gather analysis and assess trends and interests.
· To detect, prevent, and address technical issues.
· To provide you with content and advertising in which we think you will be interested. As part of this customization, we may observe your behaviors on the Services or on other websites.
· To help maintain the safety, security, and integrity of our Services and technology assets.
Anonymized Information We use anonymized and aggregated information that may be created or derived from your Personal Information or usage of our Services for purposes that include data analysis, improving our Services, advertising, and developing new features and functionality within our Services. · To provide, maintain, personalize, and improve our Services.
· To monitor the usage of our Services.
· To gather analysis and assess trends and interests.
· To detect, prevent, and address technical issues.
· To help maintain the safety, security, and integrity of our Services and technology assets.
  1. SHARING YOUR INFORMATION

We share non-Personal Information with third parties at our discretion. If you are a California resident, please see our California Privacy Notice for more information. In connection with our Services, we may share your Personal Information with certain third parties who we engage for business purposes to help us run our business and perform the services, including under the following circumstances:

  • Software and service providers we use to manage and process your information, for example, hosting providers, analytics providers and payment processors.
  • Affiliates, subsidiaries and customers (for certain Services this may include your health plan)
  • Product-related service providers, such as our delivery providers, and vendors.
  • Google Analytics, a service provided by Google, Inc., to gather information about how you and other users engage with our Services. For more information about Google Analytics, please visit google.com/policies/privacy/partners.
  • Marketing service providers we may use to communicate with you.
  • Advertising service providers.
  • Trusted partners that offer services that may be of interest to you.
  • Other third parties that you expressly request us to share your Personal Information with.

Additionally, we will share your Personal Information with third parties where required by law, where it is necessary in connection with our Services or products, or where we have another legitimate interest in doing so.

If we are subject to a merger or acquisition with/by another company, we may share information with them in connection with the transaction.

  1. HOW WE SAFEGUARD YOUR INFORMATION

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security. Any transmission of Personal Information is at your own risk.

  1. HOW LONG WE STORE YOUR INFORMATION

We will retain your Personal Information for as long as is necessary for the legitimate business purposes set out in this Privacy Policy. We will retain and use your Personal Information to the extent necessary to comply with our legal, accounting, or reporting obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes and enforce our legal agreements and policies. Additionally, we may continue to store your Personal Information contained in our standard back-ups.

We also will retain Usage Information for internal analysis purposes. Usage Information is generally retained for a shorter period of time, except when Usage Information is used to strengthen the security or to improve the functionality of our Services or products or we are legally obligated to retain Usage Information for longer periods.

  1. YOUR RIGHTS AND CHOICES REGARDING YOUR INFORMATION

Marketing Preferences. You can opt out from receiving future marketing communications from us at any time by using the unsubscribe function in the email you receive from us. Please allow sufficient time for your preferences to be processed. Even if you opt out of receiving marketing messages, we may still contact you for transactional purposes like confirming or following up on an order or service request. If you later opt back into getting marketing communications from us, we will remove your information from our opt-out databases.

Personalized Advertising. If you do not wish to participate in our advertising personalization programs, you can opt-out by following the directions provided within the applicable advertisement, or through disabling ad cookies through your browser settings. You may also opt out of receiving interest-based ads from Amazon, Facebook and Google. You will continue to see ads on each platform, but they will not be personalized as a result of your actions on our website. Please visit the links below if you wish to opt out or update your preferences:

As noted above in “The Information We Collect About You,” you can choose whether to accept cookies by changing the settings on your browser or device. However, if you choose to disable cookies, your experience with our Services may be impaired and some features may not work as they were intended.

Additionally, Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked. You can enable or disable Do Not Track by visiting the preferences or settings page of your web browser. However, these features are not yet uniform, so we do not currently respond to such features or signals. Therefore, if you select or turn on a “do not track” feature in your web browser, we and our third-party providers may continue collecting information about your online activities as described in this Privacy Policy.

You can choose to limit the data that third party services (e.g., social media platforms) share with us using the options provided to you by the applicable third party service (for example, the options provided by a third party social media platform when you connect your social media account with our Services). You can also disconnect your use of our Services from the third-party service at any time using the options provided to you by the applicable third-party service. Please note, however, that if you disconnect from the third-party service, that will not delete the data we may have previously collected while you were connected.

Depending on where you live, you may have certain rights with respect to Personal Information that we have collected and used under certain circumstances. If you are a California resident, please see our California Privacy Notice below for information about those rights and how to exercise them with respect to your Personal Information.

  1. TRANSFER OF DATA; SPECIAL NOTICE TO NON-U.S. USERS

If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Information, to the United States and process it there. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer. We will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy.

If you are located in a country outside the U.S. and submit Personal Information to us, you consent to the general use and disclosure of such information as provided in this Privacy Policy and to the transfer and/or storage of that information to the U.S.

  1. NO SENSITIVE PERSONAL INFORMATION

Subject to the following paragraph, we ask that you not send us, and you not disclose, any sensitive personal information as this term is defined under applicable data protection and privacy laws (for example, social security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, biometrics or genetic characteristics, criminal background or trade union membership) on or through the Services or otherwise to us.

If you send or disclose any sensitive personal information to us, you consent to our processing and use of such sensitive personal data in accordance with this Privacy Policy. If you do not consent to our processing and use of such sensitive personal information, you must not submit such content to our Services.

  1. POLICY ON CHILDREN’S INFORMATION

Our Services are not created for anyone under the age of 13 (“Children” or “Child”). By using the Services, you represent that you are at least 13 years old. If you do not meet this age requirement, then you must not access or use our Services.

We do not knowingly collect personally identifiable information from anyone under the age of 14, and we do not target the Services to children under the age of 13. If you are a parent or guardian and you are aware that your Child has provided us with Personal Information, please contact us though one of the methods listed under “How to Contact Us”, above. If we become aware that we have collected Personal Information from Children without verification of parental consent, we take reasonable steps to remove that information from our servers.

For more information about the Children’s Online Privacy Protection Act (“COPPA”), which applies to websites that direct their services to children under the age of thirteen (13), please visit the Federal Trade Commission’s website https://www.ftc.gov/tips-advice/business-center/guidance/complying-coppa-frequently-asked-questions.

  1. LINKS TO OTHER SITES

Our Services contain links to third-party websites. If you click on one of those links, you will be taken to websites we do not control. This Privacy Policy does not apply to the information practices of those third-party websites. You should read the privacy policies of third-party websites carefully. We are not responsible for the content, privacy policies, actions or security of third-party websites.

  1. GOVERNING LAW AND JURISDICTION

This Privacy Policy shall be construed and governed under the laws of the United States and State of Tennessee (without regard to rules governing conflicts of laws provisions). You agree that venue for all actions, arising out of or relating in any way to your use of our Services, shall be in federal or state court of competent jurisdiction located in Nashville, Tennessee, within one (1) year after the claim arises. Each party waives any objections based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party consents to personal jurisdiction in the courts identified above.

CALIFORNIA PRIVACY NOTICE

This California Privacy Notice provides additional information to California residents whose personal information is processed by Tivity Health, Inc. (“Company”) pursuant to the California Consumer Privacy Act (“CCPA”).

  1. CATEGORIES OF PERSONAL INFORMATION SOLD, TRANSFERRED AND SHARED

Please see our Privacy Policy (“Policy”) for information about our information collection practices. We generally do not “sell” personal information for purposes of the CCPA. As set forth in the Policy, we disclose personal information to third parties for business purposes, including without limitation, for purposes of advertising, marketing, and other services performed on our behalf, to protect against fraud and malicious activity, and for other business purposes described in the Policy. During the preceding twelve (12) months, we have disclosed each of the above-listed categories of personal information for such business purposes. In addition, your information may be accessible to third parties with whom you interact or direct us to share your information through our services.

  1. YOUR CHOICES

The CCPA allows California residents the following rights. However, these rights are not absolute, and in certain cases we may decline your request as permitted by law.

  • You can request that we provide you the following information regarding our use of your Personal Information in the past 12 months:
  • The categories of your Personal Information that we have collected
  • The purposes for which we have collected or used such Personal Information
  • The categories of sources for the Personal Information we have collected about you
  • The categories of third parties with whom we have disclosed your Personal Information
  • If we have disclosed your Personal Information for a business purpose, a list identifying the Personal Information categories that each category of recipient obtained
  • If we have sold your personal information, a list identifying the Personal Information categories that each category of recipient purchased
  • Access. You can request that we provide you a copy of your Personal Information that we have collected in the past 12 months.
  • Deletion. You can request that we delete your Personal Information collected in the past 12 months when we no longer need such data in connection with our Services (subject to certain exceptions that may apply under applicable law).

* If you are a resident of California, and you wish to exercise any such rights listed above, please contact us by either:

Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your Personal Information. Please understand that we are required to verify your request and may require you to provide some information to enable us to carry out such verification. We cannot respond to your request or provide you with Personal Information if we cannot verify your identity or authority to make the request and confirm the Personal Information relates to you.

Making a verifiable consumer request does not require you to create an account with us. We will only use Personal Information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.

TERMS OF USE

  1. USER SUBMISSIONS AND TESTIMONIALS

You may be provided an opportunity to submit content or feedback, including testimonials (“Your Input”) to Us via the Services. Your Input may be publicly shared; do not provide Us with Your Input if You consider it confidential or do not want that information shared publicly. By submitting Your Input to Us You (a) grant Us all right, title and interest, including all intellectual property rights, in and to Your Input; (b) certify that any person pictured in the Your Input (or, if a minor, his/her parent/legal guardian) authorizes Tivity to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute any material included with Your Input; and (c) You agree to indemnify Tivity and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the media and/or Your failure to comply with these the terms described in these Terms. In addition, the Services include opportunities to publicly comment through third party social media services, i.e. Twitter or Facebook. If You provide information in connection with these services, Your username may be required and may be made publicly available.

  1. YOUR USE OF THE SERVICES

You are responsible for Your activity on the Services and for any content You submit to the Services. Any fraudulent, abusive, or other illegal activity may result in termination of Your account at Our sole discretion. We may refer Your conduct to appropriate law enforcement agencies. You agree that You will not allow any other person or entity to use Your access credentials to access the Services or take any other action that interferes with other parties’ use of the Services.

The Services include capabilities for You to submit information to contact Us or to login and submit information to apply for a job with Us. To the extent you provide any information, including personal information, to Us, you represent and warrant that (i) you are providing or accessing only your own information or the information of others which you are authorized to provide to third parties; and (ii) the use of such information by Us will not infringe upon or misappropriate the intellectual property rights, including rights of privacy or otherwise violate the rights of any third parties, or violate any applicable law, rule or regulation. You are solely responsible for and hereby warrant that the information you submit is accurate and does not contain any misrepresentations or fraudulent information.

  1. THIRD PARTY SITES

We may permit third parties to offer You subscription or registration-based services through the Services, and the Services may contain links to websites owned by third parties and contain third party advertisements. Such third party sites and advertisements may express opinions, recommendations, or contain other information (“Third Party Content”). We do not endorse, guarantee or make any representations or warranties regarding Third Party Content, including without limitation, that the Third Party Content is accurate, and the existence of a linked third party site does not mean that We have any affiliation, connection, or endorsement of such website. You acknowledge and agree that We shall not be responsible or liable for the content or conduct of, associated with, or related to any linked third party site, and, accordingly, Your access and use of any linked third party site shall be solely at Your own risk. Your use of third party sites and Third Party Content may be governed by such third party’s terms of use or policies. Please review any third party privacy policies before providing Your information on any third party site. We are not liable for or responsible for Your use of third party sites or Third Party Content.

  1. HEALTH AND INVESTMENT DISCLAIMERS

Tivity is not a health plan or health insurance company. We do provide our services to health plans and to employers who in turn make our services available to their eligible members and employees. If you have a question about your health benefits or medical benefits, call your health plan or employer for assistance.

The Services do not provide medical advice. Tivity is not a health care provider. We don’t offer health care services through Our products or programs. None of the information on the Services, Our programs or Our products is intended to be a substitute for professional medical advice. If You have any question at all about a medical condition, medicine, or prescription, contact Your physician or health care provider. Please don’t rely on any of the information on the Services or any of Our programs or products to determine a medical diagnosis or treatment. And, don’t delay seeking medical advice for any condition You have or suspect You have an emergency. IN AN EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.

Exercise Programs. Some of the services Tivity offers include exercise or activity programs. If You are engaged in any of those programs, You should always consult with a physician before You begin any exercise activity or program because any exercise activity involves a risk of injury.

No investment advice; forward looking information. Nothing on the Services constitutes investment advice, including Tivity’s filings with the Securities and Exchange Commission. Any stock prices provided by the Services are not official market quotations and are not to be considered a substitute for obtaining pricing information from official sources.

The Services 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 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 Tivity’s 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 Tivity.

Please note that the Services provide access to historical or previously posted materials. Typically, such materials will be located in a distinct section of the Services, but please take note of the date provided in connection with materials accessed through the Services. In addition, the Services from time to time include summaries or synopses of relevant information. Whenever possible, Tivity 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 at www.sec.gov.

  1. INTELLECTUAL PROPERTY

We own all right, title and interest in and to the Services and their content including but not limited to the copyrighted material, trademarks, service marks, trade dress, and other proprietary content, including but not limited to text, graphics, images, logos, and software, including all intellectual property rights therein (“Content”), and the entire selection, coordination, arrangement and “look and feel” of the Services and the Content are copyrighted as a collective work (collectively, “Intellectual Property Rights”). We expressly reserve all rights to the Content. Any right You have to use of the Content is specifically and expressly detailed in this Section and Your access to or use of the Content does not give You any right, title, or interest in or to the Content. You may not use any Content for any purpose other than as expressly permitted herein or on the Services. Nothing in or on the Services grants to You, by implication, estoppel, or otherwise, any license or right in or to the Intellectual Property Rights except as set forth herein, without Our express written permission, which may be withheld at Our sole discretion.

As long as You comply with these Terms, You may use the Services and You can download and print a small number of copies of the Content on the Services solely for Your personal, noncommercial use. You must keep intact all copyright and other proprietary notices that appear on that Content. You may not copy, modify, distribute, transmit, display, reproduce, publish, license, create derivative works from, link to or frame in another website, use on any other website, sublicense, enable any timesharing or service bureau use of the Services, charge others for use of the Services, or transfer or sell the Services or their Content without Our prior written permission. This prohibition expressly includes, but is not limited to, the practices of “screen scraping” and “data mining.” You are prohibited from using the Content for any public or commercial purpose. You may not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Services or their Content. You may not use the Services in any manner inconsistent with these Terms, and You shall comply with these Terms in all respects.

  1. DIGITAL MILLENNIUM COPYRIGHT ACT

In accordance with the Digital Millennium Copyright Act (“DMCA”) http://lcweb.loc.gov/copyright/, We have designated an agent to receive notifications of alleged copyright infringement associated with the Services. We will use commercially reasonable efforts to investigate any alleged infringement and take appropriate action in accordance with the DMCA. If You believe that a copyrighted work is being infringed by the Content, please notify Our copyright agent at trademarks@tivityhealth.com or to Our address for notices at the end of these Terms. In Your notice of alleged copyright infringement, include the following:

  • 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;
  • Identification of the copyrighted work alleged to have been infringed;
  • A description of the material that is claimed to be infringing and information sufficient to locate the material on the Services;
  • Information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an email address;
  • 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
  • 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.
  1. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY

Disclaimer of Warranties. You understand that the Services may contain errors, “bugs,” and other problems, which may result in system failure or failure in the use of the Services, and any services offered through the Services, or loss of data or access by third parties to personally identifiable information provided through the Services. The Services may not be continuously available due to maintenance or due to computer or device problems, disruption in Internet service or other unforeseen circumstances beyond Our control. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THIS SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” We do not make any representations or warranties with respect to the Services or THEIR Contents and to the fullest extent permitted by law disclaim all warranties, express or implied, including without limitation, warranties of merchantability, completeness, timeliness, correctness, title, security, non-infringement, and fitness for a particular purpose, use or application. We HEREBY DISCLAIM ANY AND ALL LIABILITY RELATED TO THE USE OR TRANSMISSION OF PERSONALLY IDENTIFIABLE INFORMATION IN CONNECTION WITH THIS SITE OR SERVICES PROVIDED ON THIS SITE.

Limitation of Liability. By using the Services You agree that You are voluntarily and unequivocally waiving any potential claim against Us for liability to You. We are not liable for damage or injury to persons or property arising from any use of any product, information, idea, or instruction on the Services or contained in the other materials provided to You. SPECIFICALLY, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SITE OR ITS CONTENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, 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), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY 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.

IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND WE, OR ONE OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED IN THE AGGREGATE THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO US (IF ANY) OR ONE HUNDRED DOLLARS ($100.00 USD). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, OR WITH ANY PORTION OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.

Limitation on Actions. Notwithstanding any statute of limitations or other law to the contrary, any claim or cause of action arising out of Your use of the Services or their Content must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred. Our failure to enforce or exercise any provision of these Terms or any other right related to the Services or their Content, within one (1) year shall not constitute a waiver of that right or provision.

  1. INDEMNIFICATION

You will indemnify, defend and hold Us harmless against any and all claims or causes of action brought by third parties, including but not limited to, in connection with Your negligence or willful misconduct; Your breach of these Terms; Your violation of any federal, state or local laws, rules or regulations including those governing privacy, security or data protection; or Your use of the Services or their Content that infringes any intellectual property or proprietary rights.

  1. DISPUTE RESOLUTION

Any dispute arising out of or related to Your use of or access to the Services shall be resolved exclusively by confidential binding arbitration except We may seek injunctive or other appropriate relief to the extent We believe You have violated or threatened to violate Our intellectual property rights. The arbitration shall be conducted by one neutral arbitrator in Nashville, Tennessee under American Arbitration Association rules then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Each party shall bear its own attorneys’ fees without regard to which party prevails. The arbitrator’s decision will be final and binding. The award of the arbitrator may be enforced in any court of competent jurisdiction. Each party consents to (i) the exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee for any action (1) to compel arbitration, (2) to enforce any award of the arbitrator, or (3) service of process in any such action by registered mail or any other means provided by law. EACH OF YOU AND WE EXPRESSLY WAIVES ANY RIGHT TO A BENCH TRIAL, JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING.

  1. GENERAL TERMS

Governing Law and Venue. These Terms and all other matters arising from Your use of the Services or their Content shall be governed by the laws of the State of Tennessee, without regard to its choice of law provisions. Should binding arbitration be deemed invalid or otherwise unenforceable for any reason, the Dispute Resolution provision of these Terms shall be severed and the parties expressly consent to and agree that the exclusive jurisdiction and venue for any claims will be in state or federal courts in Nashville, Tennessee.

Severability. If any part of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of these Terms will remain fully in force.

Waiver. Our failure to act with respect to a breach by any visitor using the Services does not constitute a waiver of Our right to act with respect to subsequent or similar breaches.

Assignment. We may assign Our rights and duties under these Terms without notice to You. You may not assign these Terms, in whole or in part, without Our prior written consent, and any assignment in contravention of the foregoing shall be null and void.

Termination of Access. We reserve the right to modify or terminate Your access to the Services (or portions of the Services) at any time, temporarily or permanently, with or without notice to you, and is not obligated to support or update the Services. Sections 4 – 10 of these Terms shall survive any termination.

Notices. Any notice to Us shall be given in writing and sent by certified and registered mail to 701 Cool Springs Blvd., Franklin, Tennessee 37067, Attn: General Counsel.

Agreement. These Terms, as revised from time to time by Us, 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. You hereby 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.