TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. GymAmerica and Genesant Technologies, Inc. ("Genesant") have jointly created this Internet site on the World Wide Web. This site provides Internet-based communications and information services to the consumer. By using this site, you signify your agreement to these Terms and Conditions of use. You must agree to these Terms and Conditions in order to use this site. Please read this document carefully. If you do not agree to all of the Terms and Conditions of this agreement, please do not use this site.

GymAmerica and Genesant Technologies, Inc. may revise and update these Terms and Conditions at any time. Please periodically review the Terms and Conditions posted on this Web site because your continued usage of this Web site (the "Site") will mean you accept those changes.

Section 1. General Disclaimer; No Medical Advice.

The content on the Site is presented in summary form, is general in nature, and is provided for informational purposes only. The content is not intended in any way to be a substitute for professional medical advice. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. Neither the content nor any other service offered by or through the Site is intended to be relied upon for medical diagnosis or treatment. Never disregard medical advice or delay in seeking it because of something you have read on the Site.

GymAmerica and Genesant Technologies, Inc. do not recommend or endorse any specific test, products, or procedures that may be mentioned on the Site. Any opinions expressed on the Site are the opinions of the authors. GymAmerica and Genesant Technologies, Inc. do not assume any liability for the contents of any material provided on the Site. Reliance on any information provided by GymAmerica, Genesant Technologies, Inc., GymAmerica Fitness Experts, or other visitors to the Site is solely at your own risk. GymAmerica and Genesant Technologies, Inc. assume no liability or responsibility for damage or injury to persons or property arising from any use of any product, information, idea, or instruction contained in the materials provided to you.

GymAmerica and Genesant reserve the right to refuse membership to the Site for any reason, including certain medical conditions. The process of becoming a member of the Site (a "Subscriber") requires entry of certain personal information and, among other conditions of membership, agreement with these Terms and Conditions in order to gain access through the Site to the diet and fitness planning and related services ("Subscription Services").

In becoming a Subscriber, you affirm that either (A) all of the following statements are true: (i) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (ii) you have never felt pain in your chest when engaged in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician is not currently prescribing drugs (for example, water pills) for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, nor does your family have a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise; or (B) your physician has approved of your use of the Subscription Services specifically and the Site in general.

In becoming a Member with the intent of using the Subscription Services to obtain personalized nutrition information, you further affirm that either (A) all of the following statements are true: (i) you are not allergic to nuts, eggs, dairy products or any other foods; (ii) you are not presently following a diet plan provided to you by a physician or other medical professional for health reasons; and (iii) you have not been medically diagnosed as suffering from diabetes, hypoglycemia, heart disease, high cholesterol or high blood pressure; or (B) your physician has approved of your use of the Subscription Services specifically and the Site in general.

If you are a woman, in becoming a Subscriber you further affirm that either (A) you are not pregnant, breastfeeding or lactating or (B) your physician has approved of your use of the Subscription Services specifically and the Site in general.

You agree to defend, indemnify and hold GymAmerica and Genesant, their 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 use of the Content. GymAmerica and Genesant shall provide notice to you promptly of any such claim, suit or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

If offered a free trial period, Subscribers have until the end of such free trial period to cancel their memberships without incurring any fee. After this initial trial period, is any, a Subscriber may not cancel his or her membership during the initial minimum membership period. After this first membership period, a Subscriber will be billed each month for continuing service. GymAmerica and Genesant shall have the right at any time to adjust the price charged each month for continuing service. If a Subscriber wishes to cancel, that Subscriber must use the cancellation page in the billing section of the Site. Cancellation becomes effective for the NEXT billing period. No prorated refund will be given upon cancellation of service.

Section 2. Position on Your Privacy.

1. General. GymAmerica and Genesant Technologies, Inc. recognize the premium you place on privacy protection on the Internet. Our employees share the same concerns! Working together, we strive to protect your privacy, including the information you share in the registration process that you must complete in order to become a Subscriber to the Subscription Services, and the information you share within the other Interactive Areas of this Site. GymAmerica and Genesant Technologies, Inc. do not collect personally identifiable information about Subscribers or other Site users ("Users") except when such individuals specifically provide such information on a voluntary basis. A Subscriber's or User's access to and use of the GymAmerica Site or services constitutes information voluntarily given by the Subscriber or User.


2. Use of Registration Information. Personally identifiable information of individual Subscribers and Users will not be sold or otherwise transferred to unaffiliated third parties without the Subscriber's or User's prior consent. The Site stores the Internet Protocol (IP) address of your computer when you visit the Site. This information is only used to create broad demographic summaries of where our Subscribers and Users come from: for example, we know what percentage of Subscribers or Users come from Europe or Africa, but our use of the IP addresses does not include identifying who those users actually are. However, GymAmerica and Genesant Technologies, Inc. may use registration information and other voluntarily submitted information in the following ways:
   
   
   • To provide our editors with information that is useful in developing new features and services for Site Subscribers and Users;
   • To allow us to potentially vary advertising based on Subscriber and User preference.
   • To provide the Subscriber base and User with an individual experience on the Site through personalization.
   
   GymAmerica and Genesant Technologies, Inc. reserve the right to perform statistical analyses and profiling of Subscriber and User behavior and characteristics in order to measure interest in and use of the various areas of the Site and to inform partners of such information. GymAmerica and Genesant Technologies, Inc. will provide only aggregate data from these analyses to third parties; no personally identifiable information will be disclosed. GymAmerica and Genesant Technologies, Inc. may, at some time, permit third parties to offer subscription and/or registration-based services through the Site. In this event, GymAmerica and Genesant Technologies, Inc. will not be responsible for any actions or policies of such third parties and Subscribers and Users should check the applicable privacy policy of such party before providing personally identifiable information.
   
   It is not possible for a Subscriber or User to delete his or her profile from our database, nor is it feasible to delete all traces of a Subscriber's or User's activity in the system. Messages posted to the boards are examples of user activities that are not feasible to delete.
   
   GymAmerica and Genesant Technologies, Inc. may send regular email updates to Subscribers. If you wish to have your email address deleted from our database, please use this form. Please allow two to three business days for the actual cancellation to take effect. We will not share your email address with third parties without first receiving your permission.
   
   
3. Health Risk Assessment. On the Site, we collect and use non-identifiable aggregate data, such as the number of individuals who are a certain age or gender and have a specific health risk, by combining anonymous information from you and other individuals who complete the health risk assessment provided on the Site (the "HRA"). We may publish non-identifiable aggregate data in health-risk reports that are shared with your employer. This is used to help evaluate health initiatives and the effectiveness of programs offered by your employer, as well as assist in the development of future health programs.


4. Information obtained by us through the HRA may be used for the following purposes:


5. • By your employer or third parties engaged by your employer to offer health education opportunities;
   • To perform and provide to your employer aggregate data analysis relating to the health of you and your fellow employees; and
   • For payment by your employer of health care and educational opportunities.


6. We will not share with your employer your individual HRA answers or results. All other employer reports will include anonymous, aggregate data that are not personally identifiable.


7. Voluntary Disclosure of Personally Identifiable Information on Bulletin Boards, Chat Rooms, and other Interactive Areas (collectively referred to as "Interactive Areas"). Subscribers and Users should be aware that when they voluntarily disclose personally identifiable information (for example, user name, email address) on the bulletin boards or chat areas of the Site, that information, along with any substantive information disclosed in the Subscriber's or User's communication, can be collected and correlated and used by third parties and may result in unsolicited messages from third parties. Such activities are beyond the control of GymAmerica and Genesant Technologies, Inc. GymAmerica and Genesant Technologies, Inc. make no warranties about the discoverability of Subscribers' identity by methods beyond our control.


8. Cookie Technology. The Site may employ cookie technology to allow Subscribers and Users to move more quickly through the Site. Cookies are small text files a website can use to recognize repeat users and facilitate the user's ongoing access to and use of the site. Generally, cookies work by assigning a unique number to the user that has no meaning outside the assigning site. They do not come onto a user's system nor do they pose a threat to a user's files. Subscribers and Users should be aware that GymAmerica and Genesant Technologies, Inc. cannot control the use of cookies by advertisers or third parties hosting data for the Site. However, if a Subscriber or User does not want information collected through the use of cookies, there is a simple procedure in most browsers that allows the user to deny or accept the cookie feature. Please note that cookies may be necessary to provide the Subscriber or User with certain features (for example, customized delivery of information) available on the Site.

Section 3. Use of Content; Copyright.

Upon acceptance of these Terms and Conditions, GymAmerica and Genesant Technologies, Inc. authorize you to view or download a single copy of the material on this Web site solely for your personal, noncommercial use. Special rules may apply to the use of certain software and other items provided on the Site. Any such special rules are listed as "Legal Notices" on the Site and are incorporated into these Terms and Conditions by reference.

The contents of the Site, such as text, graphics, images, software applications and other material including software licensed by GymAmerica and Genesant Technologies, Inc. to permit Subscribers and Users to access the Site ("Content"), are protected by copyright under both United States and foreign laws, and title to the Content shall not pass to you or any other Subscriber or User. Unauthorized use of the Content may violate copyright, trademark, and other laws. None of the Content may be reverse-engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, re-transmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of GymAmerica and Genesant Technologies, Inc.

For information obtained from the Site's licensors, you are solely responsible for compliance with any copyright, trademark and other proprietary rights and restrictions and are referred to the publication data appearing in bibliographic citations, as well as to the copyright notices appearing in the original publications. You may not sell or modify the Content or reproduce, display, publicly perform, distribute or otherwise use the Content in any way for any public or commercial purpose. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited.

Content is subject to change without notice at the editorial discretion of GymAmerica and Genesant Technologies, Inc. If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

Section 4. Company's Liability; Disclaimer of Consequential Damages.

The Content comes from sources believed to be accurate, but may contain inaccuracies or typographical errors. GymAmerica and Genesant Technologies, Inc. makes no representations about the results to be obtained from using the Site or the Content. The use of the Site and the Content is at your own risk.

You acknowledge that in connection with the Site, information will be transmitted over local exchange, inter-exchange and Internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, Internet service providers and others, all of which are beyond the control and jurisdiction of GymAmerica and Genesant Technologies, Inc. and their suppliers. Accordingly, GymAmerica and Genesant Technologies, Inc. assume no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Site.

The Site and the Content contained therein are provided on an "as is" basis without any warranties of any kind. GymAmerica and Genesant Technologies, Inc., their licensors, and their suppliers, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for a particular purpose. GymAmerica and Genesant Technologies, Inc., their licensors, and their suppliers make no representation or warranties about the accuracy, reliability, completeness, currency or timeliness of the content, software, text, graphics, links, or communication provided on or through the use of the Site. GymAmerica and Genesant Technologies, Inc., their licensors, and their suppliers do not make any warranty that the Content contained on the Site satisfies government regulations requiring disclosure of information on prescription drug products.

In no event shall GymAmerica and Genesant Technologies, Inc., their licensors, their suppliers or any third parties mentioned on the Site be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Site the Subscription Services or the Content whether based on warranty, contract, tort or any other legal theory, and whether or not GymAmerica and Genesant Technologies, Inc. are advised of the possibility of such damages. GymAmerica and Genesant Technologies, Inc. shall be liable to you only for gross negligence or willful misconduct and only to the extent of actual damages incurred by you, not to exceed $10,000. Remedies under this agreement are exclusive and are limited to those expressly provided for in this agreement.

Section 5. User Submissions.

Except as described herein, any communication, which you post on the Site is considered to be non-confidential. You agree that you will not upload or transmit any communications that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party. By submitting communications to any part of this Site, you automatically grant -- or warrant that the owner of such content has expressly granted -- GymAmerica and Genesant Technologies, Inc. a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicenses.

Section 6. Use of Interactive Areas.

GymAmerica and Genesant Technologies, Inc. may provide Interactive Areas on the Site. If you use an Interactive Area, you are solely responsible for your own communications and the consequences of posting those communications. GymAmerica and Genesant Technologies, Inc. do not assume any responsibility for the consequences of any Interactive Area communications on or arising from use of the Site. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

In consideration of being allowed to use the Interactive Areas, you agree that the following actions shall constitute a material breach of these Terms and Conditions:

1. Use of an Interactive Area for any purpose in violation of local, state, national, or international laws;
2. Post material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
3. Post material that is unlawful, obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another Subscriber or User or any other person or entity as determined by GymAmerica and Genesant Technologies, Inc. at their sole discretion pursuant to this Section 6;
4. Post advertisements or solicitations of business;
5. After receiving a warning, continue to disrupt the normal flow of dialogue, or post comments that are not related to the topic being discussed (unless it is clear the discussion is free form);
6. Post chain letters or pyramid schemes;
7. Impersonate another person;
8. Allow any other person or entity to use your identification to post or view comments;
9. Post the same note more than once (The online word for posting many times on one topic is "spamming." Spamming is strictly prohibited); or
10. Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Interactive Areas, or which, in the judgment of GymAmerica and Genesant Technologies, Inc., expose GymAmerica and Genesant Technologies, Inc. or any of their customers or suppliers to any liability or detriment of any type.

GymAmerica and Genesant Technologies, Inc. reserve the right to record the dialogue in public chat rooms. GymAmerica and Genesant Technologies, Inc. do not screen communications in advance and is not responsible for screening or monitoring material posted by Subscribers or Users or any other person or entity. If notified by a Subscriber or User of communication(s) which are alleged not to conform to the terms of this Section, GymAmerica and Genesant Technologies, Inc. may investigate the allegation and determine in its sole discretion to remove or request the removal of the communication(s). GymAmerica and Genesant Technologies, Inc. reserve the right to remove communications which are abusive, illegal, disruptive, or that otherwise fail to conform with these Terms and Conditions. In addition to the removal rights described above, GymAmerica and Genesant Technologies, Inc. reserve the right to terminate a Subscriber's or User's access to any or all Interactive Areas upon Subscriber's or User's breach of these Terms and Conditions. GymAmerica and Genesant Technologies, Inc. reserve the right (but are not obligated) to edit or delete any communication(s) posted on the Site, regardless of whether such communication(s) violate these standards for content.

Furthermore, GymAmerica and Genesant Technologies, Inc. reserve the right (but are not obligated) to monitor, edit, or disclose any type of posting on the Interactive Areas for adherence to the Terms and Conditions, if required in the course of normal operation and maintenance of the Site, or if required to do so by law or in the good-faith belief that such action is necessary to: (i) comply with the law or comply with legal process served; (ii) protect and defend the rights of GymAmerica and Genesant Technologies, Inc. or others; or (iii) act in an emergency to protect the personal safety of our guests or the public. GymAmerica and Genesant Technologies, Inc. HAVE NO LIABILITY OR RESPONSIBILITY TO SUBSCRIBERS OR USERS OR ANY OTHER PERSON OR ENTITY FOR PERFORMANCE OR NONPERFORMANCE OF THE AFOREMENTIONED SCREENING ACTIVITIES.

GymAmerica and Genesant Technologies, Inc. do not represent or guarantee the truthfulness, accuracy, or reliability of any of the material posted by Interactive Area users or endorse any opinions expressed by such users. ANY RELIANCE ON CONTENT POSTED IN AN INTERACTIVE AREA IS AT YOUR OWN RISK.

Through your use of the Site's Interactive Areas, you are agreeing to all of the aforementioned Terms and Conditions for the use of such Interactive Areas contained herein.

Section 7. Links to Other Sites.

The Site may contain links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by GymAmerica and Genesant Technologies, Inc. of the content on such third-party Web sites. GymAmerica and Genesant Technologies, Inc. are not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk. Your use of third-party Web sites is subject to the Terms and Conditions of use for such sites.

Section 8. No Endorsement and Product Disclaimer.

The Site may contain advertisements by third parties, and these advertisements may contain links to other Web sites. Unless otherwise specifically stated, GymAmerica and Genesant Technologies, Inc. do not endorse any product or make any representation regarding the content or accuracy of any materials contained in, or linked to, any advertisement on the Site.

Section 9. Indemnity.

The Site may contain product, service or other advertisements ("Advertisements"), or content identifying or promoting products or services other than the Subscription Services ("Products"). Such Advertisements may contain links to other Web sites and such Products may be indentified or promoted in the name or title of the Site. Unless otherwise specifically stated, GymAmerica and Genesant Technologies, Inc. do not endorse any Product or make any representation regarding the content or accuracy of any materials contained in, or linked to, any Advertisement on the Site. In no event shall Genesant Technologies, Inc., its licensors, suppliers or any third parties mentioned on the Site be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from bodily harm, lost data or business interruption) resulting from the use of, or related to, any Products or Advertisements and whether or not Genesant Technologies, Inc. is advised of the possibility of such damages.

Section 10. Export Control.

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Content (including Software) to countries or persons prohibited under the export control laws. By downloading the Content (including Software), you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Content (including Software).

Section 11. General.

Genesant Technologies, Inc. is based in Fairfax County, Virginia, in the United States of America. GymAmerica and Genesant Technologies, Inc. make no claims the Content is appropriate or may be downloaded outside of the United States. Access to the Content (including Software) may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Section 12. Jurisdiction.

You expressly agree that exclusive jurisdiction for any dispute with GymAmerica and Genesant Technologies, Inc., or in any way relating to your subscription to or use of the Site, resides in the courts of the Commonwealth of Virginia and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Commonwealth of Virginia in connection with any such dispute including any claim involving GymAmerica and Genesant Technologies, Inc. or their affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. These Terms and Conditions are governed by the internal substantive laws of the Commonwealth of Virginia, without respect to its conflict of laws principles. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Section 13. Complete Agreement.

EXCEPT AS EXPRESSLY PROVIDED IN A PARTICULAR "LEGAL NOTICE" ON THE SITE, THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND GymAmerica and Genesant Technologies, Inc. WITH RESPECT TO THE USE OF THE SITE AND ANY SOFTWARE AND CONTENT CONTAINED THEREIN. Thank you for your cooperation with these Terms and Conditions. We hope you find the Site helpful and convenient to use! Questions or comments regarding this Site should be posted using our feedback form.