- Terms & Conditions of Use
- Terms and Conditions for Independent Contractor Generated Content
- OPTAVIA Premier Club Terms and Conditions
- DSA Code of Ethics
- Digital Millennium Copyright Act
- Unsolicited Product Submission Policy
Terms and Conditions
BY ENTERING INTO THIS AGREEMENT, YOU AND OPTAVIA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT AS DESCRIBED IN MORE DETAIL BELOW. THE SECTIONS ENTITLED 'LIMITATION OF LIABILITY', ‘DISCLAIMERS, 'WAIVER OF JURY TRIAL; RELEASE' AND ‘GOVERNING LAW; FORUM; CLASS ACTION WAIVER' (TOGETHER AS THE "DURABLE PROVISIONS") CONTAIN IMPORTANT LEGAL PROVISIONS. PLEASE READ THEM CAREFULLY. BY USING THE SITES OR MAKING A PURCHASE THROUGH THE SITES YOU AGREE TO BE BOUND TO THIS AGREEMENT AS IT MAY BE UPDATED FROM TIME TO TIME. USE OF THE SITES IS PERMITTED ONLY UNDER THE PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT CONSENT TO THIS AGREEMENT YOU MAY NOT USE THE SITES.
1. ACCEPTABLE USE POLICY.
You may only use the Sites for lawful purposes and in accordance with this Agreement. Without limiting the generality of the foregoing, you will not use the Sites:
- in any way that violates this Agreement, any applicable law, regulation, order or agreement to which you are subject, including any applicable federal, state, local, foreign or international laws, rules and regulations governing securities, consumer protection, privacy and trade laws and regulations;
- in a manner that infringes any third party's copyrights, patents, trademarks, service marks, trade names, trade secrets, rights of privacy or publicity other intellectual property rights or proprietary rights (under the laws of any applicable jurisdiction);
- to engage in libel, defamation, misappropriation of any party's trade secrets (including Our trade secrets), intentional misrepresentation or fraud;
- in any way that is that is profane, threatening, harassing, abusive, pornographic, inflammatory, hateful, embarrassing to another Visitor or any third party;
- in any way which may constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable law, order or regulation;
- to engage in any conduct that may disable, overburden, damage, or impair the Sites, or interfere, restrict or inhibit anyone's use or enjoyment of the Sites, or which, as determined solely by us, may harm us or users of the Sites or expose them to liability;
- use the Sites to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "spam" or any other similar solicitation;
- use any robot, spider, avatar, intelligent agent or other automatic device, process or means to access the Sites for any purpose, such as monitoring or copying any of the Content on the Sites;
- disrupt, overwhelm, attack, modify, decipher, decompile, reverse translate, reverse engineer or interfere with the Sites or its associated software, hardware and/or servers in any way;
- introduce to the Sites any viruses, Trojan horses, worms, logic bombs or other code, software or material that is malicious or harmful;
- attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Sites, the server on which the Sites is stored, or any server, computer or database connected to the Sites;
- attack the Sites via a denial-of-service attack or a distributed denial-of-service attack;
- attempt to investigate, scan or test the vulnerability of a system or a network associated with the Sites;
- delete or alter any content or information available through the Sites;
- otherwise subject OPTAVIA to liability, as determined within the reasonable discretion of OPTAVIA; or
- to post, transmit, display, publish, distribute or otherwise exploit content, information or other materials that constitute any of the activities described above or to assist or permit any person to engage in any of the activities described above.
2. OUR COMMUNICATIONS TO YOU.
We may send you service-related announcements when we believe it is necessary to do so. Generally, you may not opt-out of these announcements, which are not primarily promotional in nature. If you do not wish to receive these announcements, you have the option to deactivate your account.
3. HEALTH INFORMATION.
By using of the 'Habits of Health' mobile application ("Application"), you consent to the disclosure of information you provide (and as may be gathered by the Application) to OPTAVIA, including your: full name, date of birth, height, weight, E-email address, and any other information that is inputted manually, imported via mobile app or via linked device (i.e. Apple Watch, Apple Health, Samsung Health, Google Fit, etc.). This information may be used by OPTAVIA to evaluate use of the Application and make enhancements to OPTAVIA's customer experience.
The Sites provide weight loss management tools and related information and are intended only to assist users in their personal weight loss, health, wellness and fitness related efforts (the foregoing together as "Health Regimen"). OPTAVIA is not a medical organization and our personnel cannot give you medical advice or diagnosis. Nothing contained in is or should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to seek the advice of a physician before beginning any Health Regimen. The Sites are intended for use only by healthy adult individuals. The Sites are not intended for use by minors, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of Health Regimen. By using the Sites, you agree, represent and warrant that you have received consent from your physician to participate in a Health Regimen and the related activities made available to you in connection with the Sites, and that you have consulted with your physician before making any dietary changes based upon information available through the Sites. Everyone's condition and abilities are different, and participating in the activities promoted by our Sites and related Health Regimens is at your own risk. If you choose to participate in any Health Regimen in connection with the Sites, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such Health Regimen, including any risks of property damage, bodily injury, or death even if caused in whole or part by the action, inaction, or negligence of OPTAVIA or by the action, inaction, or negligence of others. Certain Health Regimens promoted by the Sites may pose risks even to those who are currently in good health.
Your use of the Sites does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between you and OPTAVIA.
Success stories posted by users or OPTAVIA on our Sites may not represent typical or even accurate results obtained from any particular Health Regimen. To the extent permitted by applicable law, OPTAVIA has no and assumes no obligation or liability associated with the accuracy, reliability or effectiveness of any Health Regimen recommendation contained in any success stories on the Sites.
The Sites are intended to provide you with information to encourage you to support your wellness and fitness activities. Some of the Sites may be aimed at tracking your physical movements and sleep activity ("Activity Tracking Services"). These Activity Tracking Services rely on sensors and/or GPS functionality that track your movement or body at rest. The data and information provided by the Activity Tracking Services are intended to be a representation of your activity, but may not be completely accurate, including with respect to step, sleep, speed, distance, or calorie data. By using Activity Tracking Services, you acknowledge and agree that OPTAVIA is not responsible or liable for any inaccuracy in such data.
For more information, call 1-888-678-2842.
4. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS.
5. SITE CONTENT; INTELLECTUAL PROPERTY RIGHTS.
"Content" means any work of authorship or information, including without limitation, text, audiovisual materials, graphics, photos, videos, images, trademarks, documents, forms, commentaries, software (including all constituent components, such as source and object code, databases and their components), comments, opinions, testimonials, programs, postings, messages, files, images, photos, e-mail, or other information, data or materials.
All Content on this Sites is the property of OPTAVIA and its licensors.
Subject to the provisions of this Agreement, OPTAVIA hereby grants you a limited, revocable, non-sub-licensable license under the intellectual property rights licensable by us to download, view, copy, and print Content from the Sites solely for your personal, non-commercial use in connection with using the Sites; provided that the foregoing shall not apply to materials, services, or Content purchased through this Sites that are subject to separate licensing terms or agreements, which instead shall be governed thereby. No right, title, or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying as permitted herein. This Agreement shall not be interpreted as granting any licenses or transferring any rights in any Content except those expressly granted herein. Any rights not expressly granted in the Content are hereby reserved. Except as expressly permitted herein, you may not reproduce, publish, transmit, distribute, display, modify, or create derivative works from, sell, or participate in any sale of, or exploit in any way, in whole or in part, any of the Content, the Site, or any related software. You may not remove or alter any copyright and other proprietary notices from any Content or copies thereof.
The trademarks, logos, and service marks ("Marks") displayed on this Site, including "Medifast", "Medifast Weight Control Centers", and "OPTAVIA", as well as certain other marks used on the Site, are the registered trademarks of Medifast, its parents, subsidiaries, affiliates, and licensors. You are not permitted to use any Marks without the prior written consent of Medifast or the applicable mark owner or licensor.
6. DMCA COMPLIANCE AND COPYRIGHT INFRINGEMENT NOTICES.
The Digital Millennium Copyright Act (the "DMCA") permits anyone who believes in good faith that material available via the Sites infringes their copyright (a "Claimant") to send to our agent for notice of claims of copyright infringement ("Agent") a written notice requesting that we remove or block access to the infringing material ("Notice"). The Notice must include the following information:
(i) identification of the copyrighted work that is claimed to have been infringed;
(ii) a description of where on the Sites the allegedly infringing material is located;
(iii) information, if possible, sufficient to permit us to notify the individual who posted the allegedly infringing material;
(iv) Claimant's address, telephone number, and email address;
(v) a statement by Claimant that he or she has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by Claimant, made under penalty of perjury, that the information in the notice is accurate and that Claimant is the copyright owner or authorized to act on the copyright owner's behalf; and
(vii) the electronic or physical signature of the Claimant.
The DMCA permits anyone who believes in good faith that a Notice of copyright infringement has been wrongly made against them to send our Agent a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see www.loc.gov/copyright). Notices and counter-notices should be sent to our Agent at:
Attn: Senior Staff Counsel
100 International Drive
Baltimore, MD 21202
Responses to Notices will be made in accordance with the requirements of the DMCA and within OPTAVIA's sole discretion.
7. CHANGES TO SITES.
We may change, move, or delete portions of, or may add to, the Sites at any time without notice. From time to time, there may be information on our Site that contains typographical errors, inaccuracies, or omissions. We may correct errors, inaccuracies, or omissions and change or update information at any time without notice.
Notwithstanding the efforts made by OPTAVIA to maintain the functionality and accuracy of the Content of the Site, to the fullest extent permitted by law, OPTAVIA shall not be liable to you or to any third party (whether in tort, contract, equity, or otherwise) for any loss or damage arising out of or in connection with any use, reference to or reliance on the Content of the Site or any inaccuracies, omissions, misstatements or errors in the Content of the Sites.
8. LINKS TO OTHER SITES.
For your convenience and enjoyment, Our Site may provide links to websites that are not operated by OPTAVIA (each as a "Third Party Site"). These links do not mean that OPTAVIA endorses, approves, or sponsors the linked website or any information, products, or services contained in such website, nor is OPTAVIA liable for any claims or any damage that might result from your use of such information, products, or services. Following any such links to any such websites is done at your sole risk.
9. MODIFICATIONS TO THIS AGREEMENT.
We may at any time revise any of the terms that comprise this Agreement by posting such revised terms on the Sites. We may inform you of such revised terms via any email address you provided us (if any), but regardless of whether or not such an email is received, the revised terms will be effective immediately upon posting and will thereby amend the terms of this Agreement. Continuing to use the Sites after such revised terms are posted constitutes acceptance of the revised terms.
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IF OPTAVIA MODIFIES ANY DURABLE PROVISION, ANY MODIFICATION WILL NOT APPLY TO ANY INDIVIDUAL DISPUTE THAT HAS ACCRUED PRIOR TO SUCH MODIFICATION.
OPTAVIA ENDEAVORS TO SECURE THE SITES BY UTILIZING COMMERCIALLY REASONABLE SECURITY PRACTICES, BUT IT CANNOT GUARANTEE THAT THE SITES WILL BE ERROR-FREE OR COMPLETELY SECURE.
THE SITES AND ALL CONTENTS HEREOF ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING FROM A COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF TITLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY AFFIRMATIVELY DISCLAIMED. OPTAVIA, INCLUDING ALL OF ITS AFFILIATES, HEREBY DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION THEREWITH EXCEPT FOR THE WARRANTIES EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF OUR SITE, THAT YOUR USE OF OUR SITE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS, LIABILITIES, RISKS AND DAMAGES ASSOCIATED WITH YOUR USE OF THE SITES OR ANY SERVICES OR PRODUCTS PURCHASED OR ACCESSED THROUGH THE SITES OR IN CONNECTION THEREWITH, AND THAT OPTAVIA SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES OF ANY KIND RELATED TO YOUR USE OF OUR SITE.
WITHOUT LIMITING THE FOREGOING, OPTAVIA AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES CONCERNING THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE INFORMATION AND CONTENT CONTAINED ON THE SITES, THAT THE CONTENT WILL SATISFY ANY REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT AND INFORMATION. OPTAVIA IS NOT RESPONSIBLE FOR ANY OF THE ACTIONS OR OMISSIONS OF VISITORS.
11. GOVERNING LAW; FORUM; CLASS ACTION WAIVER.
This Sites are controlled by OPTAVIA in the State of Maryland. As such, the laws of the State of Maryland will govern this Agreement, without giving effect to any principles of conflicts of laws.
You hereby irrevocably and unconditionally consent to submit to the jurisdiction of the State or Federal Courts located in the City of Baltimore, Maryland for any disputes, including any litigation (each a "Dispute"), arising out of or relating to this Agreement, your use of the Sites or any purchases made through the Sites. Further, you covenant not to commence any litigation relating thereto except in such courts and irrevocably waive any objection to such jurisdiction and venue, including any objection of forum non conveniens. Each party shall be responsible for their own expenses, costs, and attorney’s fees for any dispute arising out of or in connection to this Agreement.
YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST OPTAVIA IN CONNECTION WITH THE ANY CLAIM ARISING FROM OR RELATED TO SITES.
12. WAIVER OF JURY TRIAL; RELEASE
YOU AND OPTAVIA HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
To the maximum extent permitted by applicable law, you hereby release OPTAVIA from any and all claims, demands, losses, damages, rights, and actions of any kind including arising from or related to personal injury, death or property damage, that are directly or indirectly related to or arise from: (i) the actions and omissions of other Visitors and of Third Party Sites; or (ii) any of your interactions with other Visitors and Third Party Sites.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF OPTAVIA OR ANY OF ITS AFFILIATES ARE, NOR WILL THEY BE, LIABLE FOR ANY DAMAGES OF ANY KIND, EXCEPT AS OTHERWISE SET FORTH HEREIN, ARISING FROM THIS AGREEMENT, OR FROM THE SITES INCLUDING ANY SERVICES OR MATERIALS MADE AVAILABLE THEREBY, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, SUCH AS, BY WAY OF EXAMPLE ONLY, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR INTERRUPTION OF BUSINESS. UNDER NO CIRCUMSTANCES SHALL OPTAVIA'S MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING IN CONNECTION WITH THE SITES, ALL PRODUCTS PURCHASED BY YOU FROM US AND ALL SERVICES AND CONTENT MATERIALS MADE AVAILABLE TO YOU IN CONNECTION WITH THE SITES) EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO OPTAVIA IN THE ONE (1) YEAR PERIOD BEFORE THE ACTION, OMISSION OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND (B) TEN DOLLARS ($10.00 USD).
THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU SHALL REMAIN FULLY LIABLE TO US, WITHOUT EXCEPTION, FOR ANY BREACH, DEFAULT OR VIOLATION OF THIS AGREEMENT, AND YOUR USE OF THE SITES. YOU SHALL REMAIN FULLY LIABLE TO US WITHOUT EXCEPTION FOR ANY AND ALL LOSSES (DEFINED BELOW) INCURRED BY US IN CONNECTION WITH YOUR USE OF THE SITES.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, YOU MUST FILE ANY CLAIM, CAUSE OF ACTION OR OTHER DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SITES WITHIN FOUR (4) YEARS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR ELSE ANY SUCH CLAIM, CAUSE OF ACTION OR OTHER DISPUTE WILL BE DEEMED TO HAVE BEEN IRREVOCABLY WAIVED.
You will defend, indemnify, and hold harmless OPTAVIA, its parents, subsidiaries and affiliates, the successors and assigns to each of the foregoing, and the directors, officers, owners, employees, agents, and/or representatives of each of the foregoing (the foregoing each as a "OPTAVIA Indemnitee"), from and against any and all losses, claims, demands, causes of action or proceedings and any and all obligations, liability, damages, or expenses (including all costs, expenses, and attorney's fees; together as "Losses") imposed on, assumed by, incurred by or asserted against any OPTAVIA Indemnitee in any way arising out of, relating to, or resulting from your violation of this Agreement.
15. PAYMENT AUTHORIZATION.
By making payment for purchases of OPTAVIA's products, you certify that you are the owner of the debit card, credit card, or bank account that you submit to OPTAVIA for all such purchases. You are solely responsible for all activity and purchases on your account with the Sites. You hereby authorize OPTAVIA to initiate charges to your debit card, credit card, or bank account for all orders on your account, including any auto-ship orders, and any applicable sales tax, shipping and handling charges. Unless OPTAVIA is notified otherwise by means of a submission on your online account on the Sites, this authorization will remain in effect. Any notification to terminate any such authorization must be done in a reasonable time thereafter (as judged within the reasonable discretion of OPTAVIA) as may would allow your financial institution and OPTAVIA a reasonable opportunity to terminate such authorization.
The foregoing authorization is an express agreement that OPTAVIA shall not be liable for any overdraft or insufficient funds charges, such as finance charges and late fees, that are caused by your failure to maintain sufficient funds to pay OPTAVIA for your purchases and charges hereunder or through the Sites. If there are insufficient funds in your account, it may result in OPTAVIA charging reasonable service fees and/or interest in connection therewith.
16. PRODUCTS ARE FOR PERSONAL USE ONLY AND MAY NOT BE RESOLD.
Any purchase you make through the Sites must be for your own personal use and you will not resell or otherwise provide Medifast or OPTAVIA products. Without the express prior written consent of OPTAVIA you will not sell, offer, display, or facilitate the selling, offering, or displaying of any Medifast-branded or OPTAVIA-branded products to any third party, in any manner, either directly or indirectly through any intermediary or third party platforms, including, but not be limited to, online auction websites such as Amazon, eBay, or any other e-commerce websites. These obligations and prohibitions continue even after any termination or cancellation of your relationship with OPTAVIA.
OPTAVIA reserves the right to cancel or refuse to process any orders within its sole discretion, including but not limited to orders that OPTAVIA feels may be placed with an intent to resell and/or distribute.
17. TERM AND TERMINATION; SURVIVAL.
This Agreement applies to all access to and use of the Sites. It will continue as long as any Visitor or user accesses or uses the Sites. We may terminate this Agreement, all licenses and grants made hereunder, and your access to the Sites at any time. Terms that by their nature are intended to survive the termination of this Agreement shall survive such termination. Notwithstanding the foregoing, you may cease using the Sites at any time.
Unless otherwise specified, and except to the extent OPTAVIA products or services are offered for the United States through Our Site, this Site and the Contents thereof are displayed solely for the purpose of promoting the OPTAVIA's products and services available in the United States and select foreign markets. This Site is controlled and operated by OPTAVIA from its offices located in the City of Baltimore, Maryland.
This Agreement does not confer any rights or remedies upon any person other than you and OPTAVIA and their respective successors and permitted assigns. You may not assign or delegate this Agreement, in whole or in part, without the prior consent of OPTAVIA and any such attempted assignment will be null and void ab initio.
You will comply with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and will not export or re-export, or allow the export or re-export, of any product, technology or information obtained or acquired in connection with the Sites in violation of any such laws, restrictions or regulations. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The section titles in this Agreement are for convenience only and have no legal or contractual effect. As used in this Agreement, the word "including" means "including but not limited to"; "or" shall mean "and/or"; whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense. If any provision of this Agreement shall for any reason be held to be void, voidable or unenforceable, then the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. This Agreement constitutes the entire agreement of the parties and supersedes any prior written or oral agreements with respect to the subject matter hereof. No waiver hereunder shall be binding unless executed in writing by the party to be bound thereby. No writing that is required to be executed in order to be effective hereunder shall be effective unless executed by a duly authorized representative of such party. This Agreement shall not be construed as creating a joint venture or other business relationship. The construction of this Agreement shall not take into consideration the party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document. Unless otherwise expressly specified, all amounts contemplated hereby are in US Dollars. Any notice or communication permitted or required by this Agreement shall be deemed effective on the date such notice is actually received via electronic mail to the email address set forth below:
If to OPTAVIA, to:
100 International Drive
Baltimore, MD 21202
If to you: at any address provided by you, to us, as contact information, including email address.
For more information, call 1-888-678-2842.
END OF AGREEMENT
Revised March 3, 2020
Terms and Conditions for Independent Contractor Coach-Generated Content
OPTAVIA, LLC ("OPTAVIA" and/or "Company") owns and/or operates various websites that permit its field of Independent Contractors (hereinafter "Coaches") to submit or publish content ("Coach-Generated Websites"). Such websites may include features such as, but not limited to, message boards, blogs, social networks, and comment boards. By registering or using any Coach-Generated Websites, you accept and agree to the following Terms and Conditions for Coach-Generated Content. .
OPTAVIA does not prescreen all Coach-Generated Content. OPTAVIA retains the rights but not the responsibility to edit or remove any Coach-Generated Content or terminate your Coach-Generated Website for any reason at its sole discretion.
1. EXISTING POLICIES AND PROCEDURES
Coaches are bound by the terms of their Independent OPTAVIA Coach Agreement with the Company and are required to obey the OPTAVIA Policies and Procedures and any other terms and conditions as may be adopted by the Company from time to time. Such Policies and Procedures apply in full force and effect with regard to the creation, maintenance or use of any Coach-Generated Websites. These outlined Terms and Conditions are cumulative with, and not in lieu of, any standard Terms and Conditions for website use. Nothing in this Agreement shall be construed in any way as a limitation on the enforcement of any term contained in any other agreement. In the event that there is a conflict between the terms of any other agreement and these Terms and Conditions, the other agreement shall be controlling. CONTENT POSTED TO A COACH-GENERATED WEBSITE IS SUBJECT TO ALL APPLICABLE OPTAVIA POLICIES AND PROCEDURES. Improper use of the site, improper submission of materials, improper advertising content, incorrect claims usage or misconduct of any kind shall be specifically subject to OPTAVIA Policies and Procedures.
2. ELIGIBILITY AND REGISTRATION
As part of the registration process, you will be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. We may refuse to grant you a username that impersonates someone else, is or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole discretion. You are solely responsible for any and all uses of your username, password, and account.
3. APPROPRIATE CONDUCT AND CONTENT; LIMITATION OF USE
Coach-Generated Websites are made available for your personal use only. Coach-Generated Websites may not be used for any commercial or promotional purpose except those relating to OPTAVIA Coaching.
By acceptance of these Terms and Conditions for Coach-Generated Content, you agree that any information you provide about yourself is accurate and complete information at the time provided. In addition, you agree to update any information provided to your Coach-Generated Websites to keep it accurate and complete. Failure to accurately and timely update information contained on your Coach-Generated Website is reasonable grounds for suspension or termination of your Coach Agreement.
You may not use Coach-Generated Websites for any illegal or unauthorized purpose. You are solely responsible for your conduct and any data, text, information, photos, links and other content ("Materials") that you submit, post, and display on Coach-Generated Websites.
Without notice to you, the Company may, but shall have no obligation to, refuse, edit, and/or remove Materials that we determine in our sole discretion are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringing or violating any party's intellectual property or other proprietary rights or these Terms and Conditions for Coach-Generated Content. We also reserve the right in our sole discretion to refuse, edit, and/or remove any content that may be deemed by any Coach-Generated Website community to be inappropriate without providing you notice.
Examples of illegal or unauthorized uses include, but are not limited to:
Modifying, adapting, translating, or reverse engineering any portion of the Coach-Generated Websites; using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Coach-Generated Websites; collecting any information about other Coaches (including usernames and/or e-mail addresses) for unauthorized purposes; reformatting or framing any portion of the web pages or site images that are part of Coach-Generated Websites; creating user accounts by automated means or under false or fraudulent pretenses; submitting Materials of any third party without such third party's prior written consent; submitting Materials that falsely express or imply that such Materials are sponsored or endorsed by Coach-Generated Websites; submitting Materials that infringe, misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party; transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature; submitting Materials that are unlawful or promote or encourage illegal activity; displaying an advertisement as part of your profile; any automated use of the system, including the use of scripts to send messages or post comments; or submitting false or misleading information.
While OPTAVIA prohibits such conduct and content on its Coach-Generated Websites, you understand and agree that you nonetheless may be exposed to such Materials and that you use Coach-Generated Websites at your own risk.
Changes to Terms and Conditions for Coach-Generated Content
We reserve the right to modify or terminate any Coach-Generated Website or service therein for any reason, and without notice, without liability to you, any other Coaches, or any third party. We also reserve the right to modify these Terms and Conditions for Coach-Generated Content from time to time without notice. You are responsible for regularly reviewing these Terms and Conditions for Coach-Generated Content so that you will be apprised of any changes.
4. LICENSE TO USE MATERIALS
By submitting, posting, or displaying any Materials on or through Coach-Generated Websites, you automatically grant OPTAVIA a worldwide, non-exclusive, royalty-free, irrevocable license to publicly display or re-display such Materials on the Coach-Generated Websites website and in all other forms of media (including, without limitation, e-mail blasts and mobile or text messages or applications) that are used by OPTAVIA or its agents in connection with the promotion, marketing, use, or expansion of any Coach-Generated Websites.
You represent to OPTAVIA that you own all Materials you provide and/or have the unencumbered legal right to grant the above-referenced license with respect to all Materials you provide. You further represent to OPTAVIA that such materials do not infringe any third party copyrights or other third party intellectual property rights. You agree to indemnify OPTAVIA for any and all loses resulting from the invalidity or inaccuracy of such representation.
Except as expressly authorized by the Company, you may not copy, modify, publish, transmit, distribute, perform, display or sell any of OPTAVIA's proprietary information, which includes the sum of all postings and photos to the site.
Please do not send to any Coach-Generated Website or post on any Coach-Generated Website forum anything that constitutes a trade secret, confidential or proprietary information. We are not in a position to accept such information, nor can we agree to obligations of nondisclosure or confidentiality with regard to submitted plans or ideas. You agree that any information or materials that you, or individuals acting on your behalf, provide to any Coach-Generated Website will not be considered confidential or proprietary.
COACH-GENERATED WEBSITES ARE BEING MADE AVAILABLE TO YOU "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.