ACTIVENOW PRIVACY POLICY

Updated March 11, 2013

This Policy is designed to assist you in understanding how we collect, use and safeguard the personal information you provide to us and to assist you in making informed decisions when using our site and our products and services.

What Information Do We Collect?

When you visit our Web site you may provide us with two types of information: personal information you knowingly choose to disclose that is collected on an individual basis and Web site use information collected on an aggregate basis as you and others browse our Web site.

1. Personal Information You Choose to Provide

Credit Card Information
If you choose to purchase products or services from us or our partners, you may need to give personal information and authorization to obtain information from various credit services. For example, you may need to provide the following information:

Name
Mailing address
Email address
Credit card number
Home and business phone number

Please note that credit card numbers and account information is not stored on our server in order to ensure your security.

Email Information
In addition to providing the foregoing information to our partners, if you choose to correspond further with us through email, we may retain the content of your email messages together with your email address and our responses. We provide the same protections for these electronic communications that we employ in the maintenance of information received by mail and telephone.

Information with Merchants
We may share some or all of your Personal Information (other than credit card information) with Merchants whose Deals you have purchased for their commercial purposes and/ or to provision the Deal... If you do not want us to use or disclose Personal Information collected about you in the manner identified in this Privacy Policy, you may not use ACTIVENOW.

2. Web Site Use Information

Similar to other commercial Web sites, our Web site utilizes cookies (see explanation below, What Are Cookies) and Web server logs to collect information about how our Web site is used. Information gathered through cookies and Web server logs may include the date and time of visits, the pages viewed, time spent at our Web site, and the Web sites visited just before and just after our Web site. This information is collected on an aggregate basis. None of this information is associated with you as an individual.

How Do We Use the Information That You Provide to Us?

Broadly speaking, we use personal information for purposes of administering our business activities, providing customer service and making available other products and services to our customers and prospective customers. Occasionally, we may also use the information we collect to notify you about important changes to our website, new services and special offers we think you will find valuable. The lists used to send you product and service offers are developed and managed under our traditional corporate standards designed to safeguard the security and privacy of our customer's personal information. As a customer, you will be given the opportunity, at least once annually, to notify us of your desire not to receive these offers.

What Are Cookies?

Cookies are a feature of Web browser software that allows Web servers to recognize the computer used to access a Web site. Cookies are small pieces of data that are stored by a user's Web browser on the user's hard drive. Cookies can remember what information a user accesses on one Web page to simplify subsequent interactions with that website by the same user or to use the information to streamline the user's transactions on related Web pages. This makes it easier for a user to move from Web page to Web page and to complete commercial transactions over the Internet. Cookies should make your online experience easier and more personalized.

How Do We Use Information We Collect from Cookies?

We use Web site browser software tools such as cookies, sessions and Google Analytics to gather information about our website users browsing activities, in order to constantly improve our website and better serve our customers. This information assists us to design and arrange our Web pages in the most user-friendly manner and to continually improve our website to better meet the needs of our customers and prospective customers.

Cookies help us collect important business and technical statistics. The information in the cookies lets us trace the paths followed by users to our Web site as they move from one page to another. Web server logs allow us to count how many people visit our Web site and evaluate our Web site's visitor capacity. We do not use these technologies to capture your individual email address or any personally identifying information about you.

Notice of New Services and Changes.

Occasionally, we may also use the information we collect to notify you about important changes to our Web site, new services and special offers we think you will find valuable. As our client, you will be given the opportunity to notify us of your desire not to receive these offers by sending an email to support@ACTIVENOW.com.

How Do We Secure Information Transmissions?

When you send confidential personal credit card information to us on our Web site, a secure server software which we have licensed encrypts all information you input before it is sent to us. The information is scrambled en route and decoded once it reaches our Web site. We do not store your financial data on our website or in our server.

Other email that you may send to us may not be secure unless we advise you that security measures will be in place prior to your transmitting the information. For that reason, we ask that you do not send confidential information such as account numbers to us through an unsecured email.

How Do We Protect Your Information?

Information Security.
We utilize encryption/security software to encrypt all secured data between the browser the site to safeguard the confidentiality of personal information we collect from unauthorized access or disclosure and accidental loss, alteration or destruction. Our database is not encrypted unless otherwise specified./p>

Evaluation of Information Protection Practices.
Periodically, our operations and business practices are reviewed for compliance with corporate policies and procedures governing the security, confidentiality and quality of our information.

How Can You Access and Correct Your Information?

You may request access to all your personally identifiable information that we collect online and maintain in our database by emailing support@ACTIVENOW.com.

What About Legally Compelled Disclosure of Information?

We may disclose information when legally compelled to do so, in other words, when we, in good faith, believe that the law requires it or for the protection of our legal rights.

Your Consent

By using our Web site you consent to our collection and use of your personal information as described in this Privacy Policy. If we change our privacy policies and procedures, we will post those changes on our Web site to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it.

ACTIVENOW Terms & Conditions

Effective Date March 11, 2013

Terms& Conditions

This terms and conditions Agreement sets forth the standards of use of the ACTIVENOW.com website. By using the ACTIVENOW.com website the user agrees to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the ACTIVENOW.com website. Your continued use of the website after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended. This website is intended for users that are at least 18 years of age.

ACTIVENOW.com is owned and operated by VitaLives, LLC, Doing Business AsACTIVENOW, LLC (“ACTIVENOW, LLC”), an organization established in the State of Delaware.ACTIVENOW.com is provided on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, ACTIVENOW.com makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. ACTIVENOW, LLC and ACTIVENOW.com shall have no liability for any interruptions in the use of this Website. ACTIVENOW, LLC and ACTIVENOW.com disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties; therefore the above-referenced exclusion is inapplicable.

ACTIVENOW, LLC AND ACTIVENOW.com SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR ACTIVENOW, LLC AND ACTIVENOW.com SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, OR ANY OTHER LOSS ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF ACTIVENOW, LLC AND ACTIVENOW.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS ARE INAPPLICABLE.

We Do Not Provide Medical Advice

THE SITE MAY OFFER HEALTH, FITNESS, AND NUTRITIONAL INFORMATION, BUT ARE DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DO THEY REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING AVAILABLE THROUGH ANY SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH CARE PROVIDER BECAUSE OF INFORMATION YOU RECEIVE THROUGH THE SITE. THE USE OF ANY INFORMATION PROVIDED THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.

Your use of the Site does not create in any way a physician/patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part or the part of our suppliers or distributors. We do not recommend or endorse any specific tests, physicians, procedures, opinions, or other information that may be provided through the Site. If you rely on any of the information provided through the Site or by our employees, employees of our suppliers or distributors, or people who contribute to the Site, you do so solely at your own risk.

Electronic Communications

By agreeing to the Terms of Service and joining ACTIVENOW.com you are opting in and agreeing to receive emails for products and services related to active, healthy living. If you do not wish to receive emails from ACTIVENOW, please do not join the website. The communications between you and ACTIVENOW use electronic means, whether you visit the Site or send us emails, or whether ACTIVENOW posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from ACTIVENOW in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ACTIVENOW provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

Indemnification:

User of this website agrees to indemnify and hold ACTIVENOW.com, its parent, ACTIVENOW, LLC and subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of a user’s use of this website, the violation of this Agreement, or infringement by a user, or other user of the site using another user’s computer, of any intellectual property or any other right of any person or entity.

Modifications and Interruption of Service

ACTIVENOW.com reserves the right to modify or discontinue this website with or without notice to the user. ACTIVENOW.com shall not be liable to user or any third party should ACTIVENOW.com exercise its right to modify or discontinue the website. User acknowledges and accepts that ACTIVENOW.com does not guarantee continuous, uninterrupted or secure access to our website and that the operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control or through acts of God.

Monitoring:

ACTIVENOW shall have the right, but not the obligation, to monitor the content of the Site at all times, including any chat rooms and forums that may hereinafter be included as part of the Site. Without limiting the foregoing, ACTIVENOW shall have the right to remove any material from the Site that ACTIVENOW, in its sole discretion, finds to be in violation of the provisions of this Agreement or otherwise objectionable.

Third Party Content:

ACTIVENOW, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of ACTIVENOW. In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, end user, or other user not under contract with ACTIVENOW. ACTIVENOW neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on ACTIVENOW by anyone other than authorized ACTIVENOW employee spokespersons while acting in official capacities. Under no circumstances will ACTIVENOW be liable for any loss or damage caused by User’s reliance on information obtained through ACTIVENOW or the Site. It is the responsibility of User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through ACTIVENOW or the Site. ACTIVENOW contains links to third party websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by ACTIVENOW of the contents on such third-party sites and ACTIVENOW hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If User decides to access linked third-party websites, User does so at User’s own risk. Unless you have executed a written agreement with ACTIVENOW expressly permitting you to do so, you may not provide a hyperlink to the Site from any other website. ACTIVENOW reserves the right to revoke its consent to any link at any time in its sole discretion.

Jurisdiction:

The business of this website is operated and provided from the State of Tennessee. As such, we are subject to the laws of the State of Tennessee and such laws will govern this terms and conditions, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of Tennessee. User assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use this website in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

Intellectual Property:

All content included or available on this site, including site design, trade dress, text, graphics, interfaces, and the selection and arrangements thereof to be property of ACTIVENOW, LLC and ACTIVENOW.com and is protected by the Copyright Laws of the United States of America, with all rights reserved. Any use of materials on this website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of ACTIVENOW, LLC and ACTIVENOW.com is strictly prohibited. Users agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of ACTIVENOW, LLC and ACTIVENOW.com

“ACTIVENOW,”“ACTIVENOW.com,” “ACTIVEBUYS” and “ACTIVEBUYS.com” are proprietary marks of ACTIVENOW, LLC. Trademarks may not be used in connection with any product or service that is not provided by ACTIVENOW, LLC in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ACTIVENOW, LLC and any and all of its holdings.

All other trademarks displayed on the ACTIVENOW.com website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with ACTIVENOW, LLC and/or ACTIVENOW.com

Other Terms:

If any provision of this Terms and conditions Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms and conditions Agreement and any other agreements referenced herein may be assigned by ACTIVENOW, LLC and ACTIVENOW.com in our sole discretion, to a third party in the event of a merger or acquisition. This Terms and conditions Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User. Customer/User agrees that by accepting this Terms and conditions Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement.

ALL INFORMATION CONTAINED THROUGH THE ACTIVENOW.com™ WEBSITE IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE.

We are not responsible for typographical errors and although every effort is made to warrant that the information included on this website, ACTIVENOW.com, is accurate, from time to time a typographical error oversight may appear as it applies to, but not limited to price, model/style number, description, weights and measures. Please accept our apologies for such errors and corrections will be made as such errors are found. When a customer has encountered an item with an incorrect price, the customer will be notified and then can elect to either proceed with the order or not. The decision of honoring incorrect pricing, for whatever reason it has occurred, of merchandise is at the sole discretion of ACTIVENOW.com and is reviewed on a case-by-case basis.

If a User has any questions, comments or concerns regarding this legal notice, please feel free to contact us.

EMPLOYER PROGRAM TERMS OF USE

Effective Date March 11, 2013

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE ACTIVENOWEMPLOYER PRODUCT.

This Terms of Use Agreement (“Terms of Use”, “Terms”, “Agreement”, or “User Agreement”) applies to use of the ACTIVENOW ACTIVE-life product and software (“ACTIVENOW”, “ACTIVENOW.com”, “ACTIVE-life”). This Agreement contain the terms and conditions that govern your use and display of configurable links to the ACTIVENOW Site and any other content, data, text, images, information, and other materials made available through the “Widget” interface. A “site” means a website. “Your site” means any site(s) and any software application(s) that you link to the ACTIVENOW Site through a Widget. BY PLACING A WIDGET ON YOUR SITE, OR BY CONTINUING TO DISPLAY A WIDGET ON YOUR SITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING OR DISPLAYING A WIDGET ON YOUR SITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.

1. We Do Not Provide Medical Advice

THE SITE MAY OFFER HEALTH, FITNESS, AND NUTRITIONAL INFORMATION, BUT ARE DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DO THEY REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING AVAILABLE THROUGH ANY SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH CARE PROVIDER BECAUSE OF INFORMATION YOU RECEIVE THROUGH THE SITE. THE USE OF ANY INFORMATION PROVIDED THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.

Your use of the Site does not create in any way a physician/patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part or the part of our suppliers or distributors. We do not recommend or endorse any specific tests, physicians, procedures, opinions, or other information that may be provided through the Site. If you rely on any of the information provided through the Site or by our employees, employees of our suppliers or distributors, or people who contribute to the Site, you do so solely at your own risk.

2. Limited License

(i) Subject to the terms of this Agreement, we hereby grant you a limited, revocable, non-transferable, non-sub-licensable, non-exclusive, royalty-free license to display the ACTIVENOWEmployer Technology Platform solely on your site. (ii) The license set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Widget and ACTIVENOW references with respect to which the license set forth in this Section is terminated or as we may otherwise request from time to time.

3. Use and Display of Widgets

In connection with your use and display of Widgets: (a) You agree that you will not reproduce any logos, marketing materials, content, copy, trademarks (electronic, printed or other formats) for any purpose. (b) You will not add to, delete from, or otherwise alter any Widget in any way. You may, however, customize the Widget using the configuration options we make available to you; however, the notice, “powered by ACTIVENOW.com” must be present on the widget and cannot be removed. (c) You will not take any action that could reasonably cause any customer confusion as to our relationship with you, (d) You will not include on your site, display, or otherwise use any Widget in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device. (e) You agree not to contact any of the ACTIVENOW merchant partners in any effort to circumvent the offers available on the ACTIVENOW Employer technology platform.

You will provide us with any information that we request to verify your compliance with this Agreement. If we determine that you have violated this Agreement, we may (in addition to any other rights or remedies available to us) terminate this Agreement.

4. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance and for all materials that appear on or within it. For example, you will be solely responsible for:

  • the technical operation of your site and all related equipment;
  • displaying Widgets on your site in compliance with this Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all product descriptions and other product-related materials and any information you include in or associate with a Widget);
  • using the Widget, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
  • disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us) may serve content, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site, and all other matters described in this Section 4; (c) your use of any Widget whether or not such use is authorized by or violates this Agreement or violates applicable law; (d) your violation of any term or condition of this Agreement; or (e) you or your employees’ negligence or willful misconduct.

5. Reservation of Rights; Submissions

Other than the limited license expressly set forth in Section 2, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Widget, link formats, any technical specifications, guidelines, or graphical artwork that may be made available to you with the Widget.

6. Compliance with Laws

In connection with your use and display of Widget on your site, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

7. Term and Termination

The term of this Agreement will begin upon your display of any Widget on your site and will end when terminated by you or us. The initial term of this agreement will be for a period of one (1) year from the first date of display and will automatically renew in six month increments until terminated by either party with a 180-day written notification prior to renewal. After the initial one (1) year period, you may terminate this Agreement at any time, with or without cause, with a 180-day written notice. We may terminate this Agreement at any time, with or without cause, by ceasing to serve the Widget to your site, otherwise ceasing to make the Widget available to you, or by providing written notice of termination to you. Upon any termination of this Agreement, any and all licenses you have with respect to any Widget or program will automatically terminate, and you will immediately stop using, and remove from your site, all Widget and any other materials provided by or on behalf of us to you in connection with this Agreement. Upon any termination of the term of this Agreement, all rights and obligations of the parties will be extinguished. No termination of this Agreement will relieve either party of any liability for any breach of, or liability accruing under, this Agreement prior to termination.

8. Modification

VitaLives, LLC, dbaACTIVENOW, LLC (“ACTIVENOW”) may revise and update these Terms and Conditions at any time in its sole discretion. Any updates or changes to the Terms and Conditions will be posted on the www.ACTIVENOW.com (“Site”) and made available to our employer customers. Your continued usage of the ACTIVENOW widget will constitute acceptance of those changes.

9. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that reasonably contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

10. Limitation of Liability

WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT YOUR USE OR DISPLAY OF THE WIDGET ON YOUR SITE, OR THE EMPLOYER WELLNESS PROGRAM SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnity

You agree to defend, indemnify, and hold ACTIVENOW, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

12. Disclaimers

THE WIDGETS, THE ACTIVENOW SITE, ANY SERVICES OFFERED ON THE ACTIVENOW SITE, ANY CONTENT, THE ACTIVENOW.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE WIDGET, THE ACTIVENOW SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT, OR (Z) ANY TERMINATION OF THIS AGREEMENT.

13. Jurisdiction

You agree that the laws of the State of Tennessee govern this contract and any claim or dispute that you may have against us, our suppliers, or our distributors, without regard to Tennessee’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us, our suppliers, or our distributors will be resolved by a court located in Williamson County, Tennessee.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF TENNESSEE OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US RELATING TO OR ARISING OUT OF THE SITE, THE SERVICE OR THIS AGREEMENT; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF TENNESSEE FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

14. Advertisements, Searches, and Links to Other Sites

We may provide links to third-party websites or affiliated websites. We do not recommend and do not endorse the content on any third-party websites. We are not responsible for the content of linked third-party sites, sites framed within the Site, or third-party advertisements, and do not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. We do not endorse any products advertised on the Site.

15.Miscellaneous

(i) Assignment We may assign this contract at any time as part of the sale to, merger with, or other transfer of our company to another entity. We will post a notice on the Site regarding any change of ownership so that you have the opportunity to discontinue your use of the Site and Widget if you do not wish to continue to use the Site under the new ownership. You may not assign this contract to anyone else.

(ii) Trademarks All trademarks appearing on the Site are the property of their respective owners, including, without limitation, ACTIVENOW, LLC. No right, license or interest to such trademarks is granted by this Agreement.