The following Terms and Conditions of Use (the “Terms”) constitute an agreement between you and Healthper, Inc. (“Healthper”), the operator of www.healthper.com (together with related websites owned and operated by Healthper, collectively and each separately, the “Site”). These Terms govern your use of the Site, and you understand and agree that by accessing or using the Site, you agree to be bound by these Terms. These Terms are effective on July 1, 2011 for current members of the Site and upon acceptance for new members of the Site. These Terms are preliminary, and Healthper reserves the right at any time to modify these Terms and to impose new or additional terms or conditions on your use of the Site. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms without notice. It is your responsibility to check Terms and Conditions of Use  to inform yourself of any such changes. Your continued use of the Site will be deemed acceptance of the Terms as posted on the Site at the time of such use.

 

1. THE SITE DOES NOT PROVIDE MEDICAL ADVICE. All of the content contained on or provided through the Site, such as text, graphics, images, information and other material (“Content”), is for informational purposes only and is not advice specific to your healthcare. Healthper does not engage in the practice of medicine. Healthper does not provide medical diagnoses or recommendations about the course of treatment for your particular circumstances, and does not recommend or endorse any specific services, procedures, tests or products referred to, or opinions or information that may be contained, in the Content for your particular circumstances. None of the Content is intended to be used as a substitute for medical advice, diagnoses or treatment, and the Content should never be used as a substitute for seeking medical advice from your own physician or healthcare provider. The Content is for your personal use only and will not be assessed or reviewed by Healthper in order to diagnose or treat any medical symptom or condition. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. Always seek the advice of your physician or qualified healthcare provider with any questions you may have regarding a medical condition, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment, regardless of any information you obtain from the Site. Do not rely solely on the Content or on anything you have read or seen on the Site to make medical or treatment decisions. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR SEEN ON THE SITE.

 

2. Your Eligibility, Account and Access to the Site By accessing the Site or otherwise accepting these Terms, you represent and warrant to Healthper that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms. You also represent, warrant and covenant to Healthper that you will comply with all local, state, federal, and national laws, statutes, ordinances and regulations that apply to your use of the Site and the Content. You must provide accurate and complete registration information any time you register to use the Site. The privacy and security of our members’ accounts is of paramount importance to Healthper. Healthper goes to great lengths to protect the confidentiality and the security of your account and urges you to do the same. You agree not to allow anyone to gain access to your account or to let anyone know your password. You must immediately notify Healthper of any unauthorized use of your password or account by e-mailing support@healthper.com. You agree to assume responsibility for all transactions initiated through your account with your Healthper password, up to the limits allowed by applicable law. No Healthper representative will ever call and ask for your password. If you create, submit, post or otherwise display information while using the Site, you may provide only information that you own or have the right to use. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any information or material submitted, posted or displayed on or through the Site by you. You agree not to post or upload any information or other content that on the Site that (a) is false, inaccurate or misleading; (b) is obscene or indecent; (c) infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party; or (d) is defamatory, libelous, threatening, abusive, hateful or contains pornography. You shall not interfere with other members’ use and enjoyment of the Site (for example, by harassing, threatening, soliciting, overly promoting personal interests, or stalking another member, including the use of expressions of bigotry, racism, hatred or profanity). You shall not use the Site to conduct any activity that is illegal or violates the rights of others, provide instructional information about illegal activities or promote physical harm or injury against any group or individual.

 

3. Use of the Content The Content is protected by all applicable intellectual property laws including without limitation Title 17 of the United States Code. The Content contains trademarks, service marks and registered trademarks of Healthper and its licensors. All rights and title to the Content, trademarks and service marks herein remain with Healthper or its licensors. Healthper gives you a personal, revocable, non-assignable and non-exclusive license to use the Site and to download (at your own risk) a single copy of the Content solely for your personal use, provided that you do not alter, obscure, or remove any copyright or trademark notice present in the Content. All rights not expressly granted herein are reserved to Healthper and its licensors, including third parties (which may include other members of the Site) that may provide Content. You may not reproduce, duplicate, copy, sell, trade, resell or exploit for commercial gain any portion of the Site or the Content. You may not access the Site other than by the interfaces provided by Healthper or interfere with or disrupt the proper operation of the Site. You may not circumvent or disable any security measure adopted by the Site (including, without limitation, making available any passwords [or access codes] issued to others.) You may not access or use the source code (other than human readable HTML code made available through the ordinary operation of commercial browsers) used to implement and operate the Site by any means, including, without limitation, reverse engineering such source code through reverse engineering, decompilation or disassembly of executable code made accessible through the Site. Except as permitted by these Terms, you may not link to the Site.

 

4. Third Party Content, Services and Products and External Links Healthper may make third-party content, services or products available through the Site. In order to use a specific service or product, you may choose to allow the third-party service provider to retrieve, provide and/or modify health and other information in your account or otherwise share your information with the service provider. Once you enable a specific third-party service provider to access your Healthper account, the service provider may continue to access your account until you affirmatively disable access. Third-party service providers may include both health care providers and other entities. It is your sole responsibility to review and approve each such third-party service before sharing your information through, or otherwise accessing, such service. While Healthper reserves the right in its sole discretion to screen, modify, refuse, or remove certain content provided by third parties (including other members of the Site) from time to time, Healthper does not assume any obligation to do so and disclaims any liability for failing to take any such action. The advice, recommendations, information and conclusions posted or e-mailed by other members of the Site are not in any way vetted, approved or endorsed by Healthper and you use such information at your own risk. The Site may contain links to third-party websites. The linked sites are not under the control of Healthper, and Healthper is not responsible for the contents of any linked site. Healthper provides these links as a convenience only, and a link does not imply Healthper’s endorsement of, sponsorship of, or affiliation with (a) the linked site, (b) the third-party health care provider or service provider associated with such linked site or (c) the content, products or services accessed or offered through the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. YOUR USE OF THIRD-PARTY CONTENT POSTED ON THE SITE OR THIRD-PARTY PRODUCTS OR SERVICES OFFERED THROUGH THE SITE IS SOLELY AT YOUR OWN RISK. FURTHER, YOUR USE OF THIRD-PARTY CONTENT POSTED ON ANY LINKED WEBSITE OR THIRD-PARTY PRODUCTS OR SERVICES ACCESSED OR OFFERED THROUGH ANY LINKED WEBSITE IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH SITE. HEALTHPER DISCLAIMS ANY AND ALL LIABILITY FOR ANY MEDICAL AND HEALTH TREATMENT INFORMATION OR OTHER CONTENT POSTED BY THIRD PARTIES ON THE SITE OR ANY LINKED SITE OR ANY THIRD-PARTY CONTENT, PRODUCTS OR SERVICES ACCESSED OR OFFERED THROUGH THE SITE OR ANY LINKED SITE.

 

5. Information Sharing You control what information is added to your personal account. You can immediately delete your information at any time. Deletion will be initiated immediately, and your information will be purged from your account shortly thereafter. Additional backup copies of deleted information may persist for a short time. By submitting, posting or displaying information on the Site, you grant Healthper a worldwide, royalty-free, non-exclusive license to use and distribute such information in connection with the Site, without any compensation or obligation to you. However, you control who can access information about yourself on the Site. By default, you are the only member of the Site who can view and edit your information, but you have the option to share your information with other members. Healthper may only use information you provide as permitted by the Healthper Privacy Policy, the Healthper Health Information Privacy Policy and applicable law. Healthper is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, a federal law that provides for certain protections of the use and disclosures of an individual’s identifiable health information, and the regulations promulgated thereunder (“HIPAA”). As a result, HIPAA does not apply to the transmission of health information by Healthper to any third party. You control what health information is added to your personal account. If you authorize a HIPAA covered entity such as your healthcare provider to provide information to Healthper on your behalf, that information will no longer be subject to HIPAA. See HEALTHPER - HIPAA STATEMENT and the Authorization for Use and Disclosure of My Protected Health Information 

 

6. Privacy and Additional Terms You agree that (a) your use of the Site and the Content is subject to each of the additional terms provided in connection with the Site, including the Healthper Privacy Policy and Healthper Health Information Privacy Policy and (b) you have read, understood and accept the Healthper Privacy Policy and the Healthper Health Information Privacy Policy .

 

7. Modification and Termination Healthper, in its sole discretion, may place limits on, modify, suspend or terminate the Site generally, and, if you fail to comply with these Terms, Healthper may suspend and terminate your access to the Site or any portion thereof. In the event of any termination, your license to view the Content shall automatically terminate and you must immediately destroy any electronic or paper copies of the Content in your possession. The suspension or termination of your access to the Site, or any portion thereof, may result in the deletion of your information, files and other previously available content. Healthper shall not be liable to you or any third party for any such termination or discontinuance. Healthper’s rights set forth in this Section 7 are in addition to and not in lieu or limitation of any other right or remedy Healthper may have available at law. If Healthper terminates the Site or your use of the Site, these Terms will continue to be effective as applicable.

 

8. Disclaimer of Warranties The Site and the Content are provided on an “AS IS” basis. Healthper makes no representations about the accuracy, reliability, completeness or timeliness of the Site or the Content. The use of the Site and the Content is at your own risk. You should not assume that the Content is complete or up-to-date on any particular topic. Healthper assumes no liability arising from or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Site. Further, because user authentication on the Internet is difficult, Healthper cannot and does not confirm that each user of the Site is who he or she claims to be. NEITHER HEALTHPER NOR ANY OF HEALTHPER’S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER HEALTHPER NOR ANY OF HEALTHPER’S LICENSORS MAKE ANY WARRANTY THAT THE CONTENT SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS. CONTENT IS DEVELOPED FOR USE IN THE UNITED STATES, AND NEITHER HEALTHPER NOR ANY OF HEALTHPER’S LICENSORS MAKE ANY REPRESENTATION CONCERNING THE CONTENT WHEN USED IN ANY OTHER COUNTRY. HEALTHPER CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM YOUR USE OF THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU MAY OBTAIN FROM THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

 

9. Limitation of Liability Healthper is not liable to you or anyone else for any decision made or action taken based on reliance upon the Content or the Site. HEALTHPER AND ITS LICENSORS AND SUPPLIERS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORIES, EVEN IF HEALTHPER AND ITS LICENSORS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. HEALTHPER’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR YOUR USE OF THE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, HEALTHPER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

10. Indemnification You agree to defend, indemnify, and hold harmless Healthper, its officers, directors, employees, agents, licensors and suppliers, and their respective officers, directors, employees and agents, from and against any claims, actions or demands (including, without limitation, reasonable legal and accounting fees and costs) alleging or resulting from (a) any information or other material you provide to the Site, (b) your use of the Site or any Content, or (c) any breach by you of these Terms. Healthper shall promptly provide you with notice of any such claim, suit or proceeding; provided, however, that Healthper’s failure to provide such notice or delay in providing such notice shall not relieve you from your liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure or delay.

 

11. Choice of Law, Jurisdiction and Dispute Resolution These Terms are governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Except as otherwise set forth in these Terms, you expressly agree that exclusive jurisdiction for any dispute with Healthper, or in any way relating to your use of the site, resides in the courts of the State of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York in connection with any such dispute including any claim involving Healthper or its affiliates, subsidiaries, employees, contractors, officers, or directors. Any disputes arising out of or relating to these Terms or any of the additional terms referenced in Section 6 hereof shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in New York, New York, with a written decision and legal reasoning issued by the arbitrator at either party’s request. The parties shall bear equally all fees, costs and expenses of the arbitration; provided that each party shall bear its own legal expenses, attorneys’ fees and costs of all experts and witnesses.

 

12. General Legal Terms Except as expressly provided in the Healthper Privacy Policy, the Healthper Health Information Privacy Policy, any additional agreement or additional Terms for certain areas of the Site or a particular legal notice, these Terms constitute the entire agreement between you and Healthper and govern your use of the Site, superseding any prior or written agreements between you and Healthper. Healthper’s licensors may be third-party beneficiaries of these Terms. There are no other third-party beneficiaries to these Terms. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the invalidity of such shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Healthper’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Healthper’s ability to enforce such term at any point in the future. All of Healthper’s rights and obligations under these Terms are freely and fully assignable by Healthper in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Neither your rights nor your obligations arising under these Terms are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. Each party hereto is an independent contractor of the other and no agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. Except as expressly set forth herein, neither party shall have the power to obligate or bind the other party.