This Purchase and Operating Agreement (the "Agreement") is made and entered into by and between AverageHealth ("AverageHealth" or "we"), and you, ("you" or "Member") the party submitting an application to become an AverageHealth member. The terms and conditions contained in this Agreement apply to your participation with AverageHealth.com ("Program"). By submitting an application or participating, you expressly consent to all the terms and conditions of this Agreement.
Enrollment in the Program: You must submit a Program application and submit billing information from our website. You must accurately complete the application to become a member (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information.
Member also agrees to: Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Account/Media. Ensure that all materials posted on your Account/Media or otherwise used in connection with the Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that AverageHealth informs you that it considers objectionable (collectively, "Objectionable Content"). Not make any representations, warranties or other statements concerning AverageHealth or Client or any of their respective products or services, except as expressly authorized herein. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by AverageHealth or Clients or a part of the Program Web Site, without prior written permission from us. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Account, Media or your use of the Links.
Confidentiality: Except as otherwise provided in this Agreement or with the consent of AverageHealth, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Member shall not use any information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party to do the same.
Limited License & Intellectual Property: We grant you a nonexclusive, nontransferable, revocable right to use our content and to access our web site solely in accordance with the terms of this Agreement. You may not alter, modify, manipulate or create derivative works of the content or any AverageHealth graphics, creative, copy or other materials owned by, or licensed to, AverageHealth in any way. You are only entitled to use the content to the extent that you are a member in good standing of the Program. We may revoke your membership anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of AverageHealth"s trademarks, service marks, copyrights, patents or trade secrets. You agree that AverageHealth may use any suggestion, comment or recommendation you choose to provide to AverageHealth without compensation. All rights not expressly granted in this Agreement are reserved by AverageHealth.
Termination: This Agreement shall commence on the date of our sign-up to our Program and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Program at any time by contacting us. We may terminate your participation in this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by providing you with a written notice. Upon termination of your participation in this Agreement for any reason, you will immediately cease all use of all AverageHealth or Client intellectual property, and will cease representing yourself as a AverageHealth member.
Fraud: You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, or exceed your permitted access to the Program. Such acts include, but are in no way limited to, using spyware, using steal ware, cookie-stuffing and other deceptive acts of fraud. AverageHealth shall make all determinations about fraudulent activity in its sole discretion.
Representations and Warranties: You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, AverageHealth represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to AverageHealth"s own business operations or AverageHealth"s proprietary products or services.
Modifications: In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change.
Independent Investigation: You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Program, guarantee or statement other than as set forth in this Agreement or on the Program.
Mutual Indemnification: Members hereby agrees to indemnify, defend and hold harmless AverageHealth and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Member herein, (ii) any misuse by Member, or by a party under the reasonable control of Member or obtaining access through Member, of the Links, Offers or AverageHealth or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links). AverageHealth hereby agrees to indemnify, defend and hold harmless Member and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that AverageHealth is not authorized to provide you with the Links.
Disclaimers: THE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO MEMBER "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, AVERAGEHEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AverageHealth DOES NOT WARRANT THAT THE PROGRAM OR LINKS WILL MEET MEMBER'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. AVERAGEHEALTH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.
LEGAL DISCLAIMER: The content of the AverageHealth.com site, including text, graphics, images, information obtained from licensors, and other material ("Content") contained on the AverageHealth.com site, is intended for informational and educational purposes only and is not intended to replace the advice, diagnosis, or treatment recommendations of a doctor. AverageHealth.com disclaims any liability for the decisions you make based on this information. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding your health and wellness. Before beginning any exercise program, consult with your healthcare professional to design an appropriate exercise prescription and to avoid the potential harm of doing any inappropriate exercises for a particular problem. While medical research concludes that it is generally not necessary to see a health care provider before beginning every-day physical activities that are of light or moderate intensity, we encourage you to talk with your health care provider about your health and exercise as part of your regular visits. Read all nutrition labels and supplement labels before starting use, and ask your doctor about taking supplements before you start doing so. AverageHealth.com is not responsible for any of the content found on any other website pages linked to by www.averagehealth.com.
Limitation of Liability: IN NO EVENT SHALL AVERAGEHEALTH BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF AVERAGEHEALTH. IN NO EVENT WILL AVERAGEHEALTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AVERAGEHEALTH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. AVERAGEHEALTH'S CUMULATIVE LIABILITY TO MEMBER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNT PAID TO JOIN THE PROGRAM PRIOR TO SUCH CLAIM.
Governing Law & Miscellaneous: Member shall be responsible for the payment of all attorneys fees and expenses incurred by AverageHealth to enforce the terms of this Agreement. This Agreement contains the entire agreement between AverageHealth and Member with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Member may not assign all or any part of this Agreement without AverageHealth's prior written consent. AverageHealth may assign this Agreement at any time with notice to Member. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 05-01-2014.
Personally Identifiable Information: We collect Personally Identifiable Information ("PII") from this Website when you attempt to become a Client or otherwise choose to provide PII to us. PII is any information that can be used to identify or locate a particular person or entity. This includes, but is not limited to: name, address, telephone number, mobile number and/or email address. For example, you may choose to send us PII about yourself in an email or by completing an online form on our Website. Once collected, we will store your PII for a reasonable period of time for record keeping purposes. The information that we store is sometimes deleted as space requires or in the normal course of business.
Information Sharing: AverageHealth will not sell, share or rent your PII to or with others. Your PII is not shared with any third parties, except: (a) where necessary to conduct business, such as invoicing Clients in connection with the Services or making payments to, or collecting money from, a Client; (b) in the case of a breach of any agreement between Client and AverageHealth; © where required by law, or requested by a court of competent jurisdiction; (d) © in the event of AverageHealth bankruptcy, or if AverageHealth is sold or acquired; or (e) where AverageHealth determines, in its sole discretion, that such disclosure is necessary to protect the rights of AverageHealth and/or a third party, or necessary to protect AverageHealth from liability of any kind.
Non-Personally Identifiable Information: We collect Non-Personally Identifiable Information ("Non-PII") from Website visitors. Non-PII is information that cannot by itself be used to identify a particular person or entity, and may include your IP host address, pages viewed, browser type, Internet browsing and usage habits, Internet Service Provider, domain name, the time/date of your visit to our Website, the referring URL and/or your computer's operating system.
Third Party Websites: This Website may contain links to and advertisements for websites operated by third parties whose privacy practices may differ from those of AverageHealth. While we endeavor to associate only with reputable entities, AverageHealth cannot be responsible for the privacy practices of third party websites. We encourage you to check the privacy policies of all websites that you visit.
Minors: This Website is not intended for visitors that are under eighteen (18) years of age. AverageHealth does not knowingly solicit or collect information from individuals under the age of eighteen (18). If we determine that we have inadvertently collected PII from someone under eighteen (18) years of age, we will take reasonable steps to purge this information from our database. We encourage parents and guardians to spend time online with their children and to participate and monitor the Internet activities of their children.
Security: All collected information is stored in a technically and physically secure environment. While we use SSL encryption to protect Sensitive Information online, we also do everything in our power to protect PII (including Sensitive Information) off-line. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while we strive to protect our end-users' PII, we cannot ensure or warrant the security of any information that you transmit to us, and you do so at your own risk.
Once we receive the transmission of your PII, we make reasonable efforts to ensure its security on our systems. Access to this information is strictly limited, and not accessible to the public. All our end-users' PII is restricted in our offices. Only employees who need the information to perform a specific job (for example a customer service representative) are granted access to PII. Employees not adhering to our policies are subject to disciplinary action. In compliance with applicable federal and state law, we shall notify you and any applicable regulatory agencies in the event that we learn of an information security breach with respect to your PII. You will be notified via e-mail in the event of such a breach. Please be advised that notice may be delayed in order to address the needs of law enforcement, determine the scope of network damage, and to engage in remedial measures.
Deleting your PII: If you'd like us to delete any PII that you have provided to us on our Website, please send your request to us at contact@AverageHealth.com and we will process your request, where possible and subject to the terms and conditions contained herein, within a reasonable period of time after receipt.
AverageHealth.com, 1028 Boulevard, #200, West Hartford, CT 06119
Privacy Practices Applicable to Our Technology: AverageHealth Clients are primarily businesses. Our Clients use our Technology to help deliver online advertisements to consumers while they are online. Types of Information that We Collect Via Our Technology:
Personally Identifiable Information: We don't collect PII via our Technology.
Non-Personally Identifiable Information: As with all web content delivery systems, our Technology records information about the interaction between a web user's browser and our servers. Those interactions include advertisement content (banner) delivery, counting click-throughs on an advertisement, and tracking web page views after a click-through. Browsers typically provide the browser version, the operating system, and the IP address of the computer in use. This Non-PII is collected from web users to assist in the proper function of our Services, as well as the targeting of advertisements sent by our customers and the reporting of aggregate data to both Advertisers and Publishers. AverageHealth does not collect, use, sell or purchase PII.
Cookies: Remote "cookies" on web user computers and server databases at AverageHealth facilities are used by AverageHealth in connection with the Technology to store information. When used in connection with the Technology, a cookie is a piece of data placed on the web user's hard drive by our servers. Cookies are used to improve the experience web users have when they see web advertisements. Cookies are not viruses and cannot erase web users' hard drives or otherwise damage web users' computers. Usage of a cookie is in no way linked to any PII.
Information Sharing: Web user information obtained by and through the Technology (all of which is Non-PII) is shared with our Advertisers and Publishers on an aggregate basis. This means, for example, that of the millions of web users that we deliver banners to each month, an Advertiser will know what percentage of those users viewed their advertisement with a certain browser. The sharing of this information is essential to providing the Services that we offer. AverageHealth may augment web user information with additional Non-PII, such as adding an IP address to a 5-digit postal code in order to cross-reference in an effort to improve local targeting of advertising. IP addresses are not linked to PII by AverageHealth.
Third Party Advertising: In connection with the Technology we use third-party advertising companies to serve advertisements when web users visit the websites on which we serve advertisements. These companies may use information (not including web users' names, addresses, email addresses and telephone numbers) about such web users' visits to those websites in order to provide future advertisements on those websites that may be of interest to such web users. If web users would like more information about this practice or would like to prevent this information from being used by these companies, they may click here.
AverageHealth is a self-certified member of the U.S. Department of Commerce's EU Safe Harbor privacy program jointly established to comply with the European Commission's 1998 Directive on Data Protection. For more information about this privacy initiative, visit the Department of Commerce's website at http://export.gov/safeharbor/.