LifeClick Terms and Conditions/Service Agreement
The LifeClick plan costs $499.99 for each calendar month of service (Fee applies only for Health Professionals). Monthly membership fees are non-refundable except in the event of a system failure that causes the site to be down for more than 24 consecutive hours; whereupon a total of 25% of the monthly membership fee for such month shall be credited to the next month’s service fee.
Most system modifications can be made by subscriber Set-up fees are negotiated dependent on sophistication of users and desired application function. These fees are collected on a “one-time basis” and further service is subject to custom application modifications as needed and only upon user request.
If you are not completely satisfied with this product and service you may cancel your membership at any time.
The Web site located at http://www.LifeClick/lifeclick.com ("Site") is provided by LifeClick. Your access to and use of the Site and its ancillary materials is governed by these Terms and Conditions ("Agreement"). As used in this Agreement, "LifeClick," "we," "us'" or "our" refers to LifeClick, and "you" or "your" refers to you, the user of the Site. The Agreement below is the agreement you consent to upon subscribing to the site. The Agreement does not apply to use of the publicly available free Web Site(s) maintained by LifeClick.
1. Access and Passwords
As part of the subscription process for this Site, you have selected or been assigned a particular username and password in accordance with LifeClick username and password guidelines. You agree that all actions taken by you, or any other user that accesses the Site using your username and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Site and any services available on it by you or others using your username or password.
2. Subscription Fees and Payments
The Health Professional (Subscriber) is responsible for paying a monthly fee of $499.99 for one calendar month of access to the system (this fee applies only to Health Professional users and requires at least one subscription for each chart-sharing practice). Your membership includes automatic renewal so that your historical trending data is maintained and stored. Once your monthly membership is cancelled your access to past historical data will be terminated. All listed fees are in U.S. dollars.
Paying member hereby authorizes LifeClick’s payment processor(s) to charge the member’s credit card (or other approved facility) to pay for the monthly cost of the subscription. The Subscriber may not assign or transfer his or her subscription to any other person or entity. You must be at least 18 years old to order subscriptions online.
MEMBERS ARE AUTHORIZED AN UNLIMITED NUMBER OF COMPLETE ASSESSMENTS DURING EACH PAID MONTH. During paid months there are also no limits on accessing report results, or other membership-related features of the site.
LifeClick RESERVES THE RIGHT TO CHANGE ITS FEES AND BILLING METHODS EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT LifeClick. IF ANY SUCH CHANGE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE YOUR SUBSCRIPTION TO THE SERVICE. CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
3. Cancellation of Your Subscription
You may terminate your subscription at any time through the LifeClick website. When termination is requested that Member’s account will not be automatically renewed and access will be terminated on the last day of that calendar month. You acknowledge that LifeClick, in its sole discretion, may terminate your ID, password, account (or any part thereof) or use of the Service for any reason, including, without limitation, if LifeClick believes that you have violated or acted inconsistently with the letter or spirit of the Agreement .LifeClick may also, in its sole discretion, at any time discontinue providing the Service, or any part thereof, with 30 days’ notice except in the event of emergency. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that LifeClick may immediately deactivate or delete your account and/or bar any further access to the Service. Further, you agree that LifeClick shall not be liable to you or any third-party for any termination of your access to the Service.
Our Privacy Notice is a part of this Agreement and its terms are incorporated herein by this reference. Please read it now at the link on our web site.
5. Copyright and Restrictions
This Web site contains proprietary material of LifeClick (or material that other suppliers have licensed to LifeClick for their use) which is protected by copyright and other laws respecting proprietary rights. LifeClick retains all rights in the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. You may not use LifeClick except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.
End users who are duly authorized may access LifeClick for individual use, i.e., may view the information on screen; but may not download the information on the screen or print paper copies unless the screen specifically indicates that it is permissible.
The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the information or materials contained therein. No part of the information may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from LifeClick. Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law.
You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause LifeClick and/or its suppliers irreparable injury that cannot be adequately compensated by means of monetary damages. You agree that any breach of this provision by you, or any subscriber or end-user, may be enforced by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.
You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of LifeClick; distribute the information contained in and/on this Site to other users not duly authorized to Access the Site; distribute, rent, sublicense, lease, transfer or assign the information or Agreement; decompile, disassemble, or otherwise reverse-engineer this Site or information contained in or on this Site or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
You are expressly prohibited from placing or installing any portion of the information on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by LifeClick.
If you breach any provision of this Agreement, LifeClick may immediately terminate this Agreement and all licenses granted hereunder without prior notice and in addition to any other available rights and remedies
6. Limitations on Use
The following activities are prohibited. You agree not to:
a. Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIECrawler and Teleport-Pro), or other applications that are capable of copying portions of content from the Site. LifeClick can detect the use of these systems through live logfile analysis and will ban any future use by offenders.
b. Use robots and crawlers, or similar technology, without following the robot guidelines (found at http://www.robotstxt.org/wc/robots.html ). We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/crawler to check LifeClick links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests.
c. Use any device, software or routine or the like to interfere or attempt to interfere with any Site functionality;
d. Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure;
e. Use any email addresses appearing on the Site for purposes not relating specifically to the Site;
f. Access the Site by any means other than through the interface that is provided by LifeClick, or attempt or access any area of the Site to which your access is not authorized; or
g. Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating to the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
7. Accuracy and Availability of Information
The Site contains database information and other content compiled byLifeClick. While we use commercially reasonable efforts to provide accurate information, LifeClick makes no guarantee as to the accuracy of the database and other content on the Site. Your physician prior to implementation should review all information. LifeClick reserves the right to withdraw or delete information or content from the Site at any time.
The LifeClick System, supplies nutrition, diet and exercise information meant to be shared with a health professional. You should not begin or modify your diet or exercise without first consulting a health professional. The system is a health and wellness program. It does not diagnose disease or prescribe treatment. It is not a substitute for clinical diagnosis and prescription. Only a health professional can properly diagnose disease and prescribe treatment after a complete physical examination and review of the medical history.
8. Links to Third Party Sites
LifeClick does not endorse the content of any third-party company, including that of LifeClick's affiliates ("Third-Party Companies and Sites”) and is not responsible for the content of Third-Party Companies and Sites that you reach through links on the Site or any of its ancillary materials, sites framed within the Site, or third-party advertisements on the Site or in any of its ancillary materials, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Companies and Sites is at your own risk and subject to the terms and conditions of use for such companies and their sites. Any transaction that you conduct at a Third-Party site will be between you and the party providing that service. This means that LifeClick is not your agent and is not a party to any transaction at Third-Party Companies or Sites.
9. Representations and Warranties
You represent and warrant to LifeClick that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you are at least 18 years old; and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.
10. Disclaimer of Warranties
ALL CONTENT, SOFTWARE, AND OTHER SERVICES PROVIDED AT OR FOUND WITHIN THIS SITE OR AS PART OF SERVICES OFFERED BY LifeClick AND ITS AFFILIATES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, AND LifeClick AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,LifeClick DOES NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OF THE CONTENT OR HOW CURRENT ANY CONTENT IS THAT IS FOUND ON THE SITE OR IN ITS ANCILLARY MATERIALS; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES, FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR SERVICES OF THE COMPANY AND ITS AFFILIATES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
11. Limitation of Damages
IN NO EVENT WILL LifeClick OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF LifeClick HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability; Exclusive Remedy
ALSO, IN NO EVENT WILL LifeClick OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY LifeClick FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE MONTH PRIOR TO YOUR CLAIM.
You agree to indemnify and hold us harmless, and pay our attorney's fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of LifeClick.
14. Consent to Electronic Notices and Other Communications
You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in "writing." For example, we may send you notice via postings at the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided during registration.
15. Print a Copy for Your Records
You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.
You agree not to assign your rights under this Agreement without the consent of an authorized representative of LifeClick in a non-electronic record, and any assignment without consent will be voidable at LifeClick's option. This Agreement will inure to the benefit of and bind the parties' respective successors and permitted assigns.
17 Applicable Law and Disputes
This Agreement is governed by the laws of the State of Texas without regard to principles of conflict of laws.
To the extent you have in any manner violated or threatened to violateLifeClick and/or its affiliates' intellectual property rights, LifeClick and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Texas, and you consent to exclusive jurisdiction and venue in such courts.
Any other disputes will be resolved as follows:
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Tarrant County, Texas. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Tarrant County, Texas, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
LifeClick may change the provisions of this Agreement and will notify you by email or online postings on this Site. The changes will also appear in this document, which you can access at any time. You already agreed to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the "I Agree" button or checked the “I agree” box when subscribing, if you use the Site after you have been notified of a change to this Agreement, you are agreeing, at that time, to be bound by that change
19. Entire Agreement; Severability; No Waiver
This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived by LifeClick except in a signed, non-electronic writing signed by an authorized representative of LifeClick.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that its remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and LifeClick or its affiliates as a result of this Agreement or your use of the Site.