Welcome to the Medifast Web site ("Site"). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE CAREFULLY. Your use of our Site constitutes your agreement to follow and be bound by these terms (the "Agreement") made in Baltimore County, Maryland.
1. ACCEPTABLE USE POLICY
By using the Site, you agree to comply with this Policy and to indemnify Medifast against any claims by third parties arising from your violation of this Policy. In general, you must exercise judgment and responsibility with respect to your use of our Site. You may only use the Site for lawful purposes and may not use the Site to harm others. Without limiting the generality of the foregoing, you may not:
2. MEDIFAST'S COMMUNICATIONS TO YOU
You agree that Medifast may send electronic mail to you for the purpose of advising you of changes or additions to this Site, about any of Medifast's products or services, or for such other purpose(s) as Medifast deems appropriate.
Medifast may from time to time monitor, review, and at its discretion edit or delete discussions, chats, and postings on our Site; however, Medifast is under no obligation to do so and assumes no responsibility or liability arising from the content of any such transmissions or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, hate speech, danger, illegality or inaccuracy contained in any information transmitted to any such locations on our Site. Medifast will cooperate with law enforcement or a court order requesting or directing Medifast to disclose the identity of anyone posting any information or material prohibited by this Policy. Medifast may also disclose such information if such disclosure is reasonably necessary to protect the rights, property, or personal safety of Medifast, its clients, or the public.
4. USE OF THE "HABITS OF HEALTH" DASHBOARDS
5. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS
All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Medifast on or by this Site or otherwise disclosed, submitted, or offered in connection with your use of this Site or otherwise (collectively, "Comments") shall be and remain Medifast's property. Such disclosure, submission, or offer of any Comments shall constitute an assignment to Medifast of sender's all worldwide rights, titles, and interests in all copyrights and other intellectual property contained in the Comments. Thus, Medifast will own exclusively all such rights, title, and interest and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Medifast is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any Comments.
You agree that Medifast may use and/or disclose information about your demographics and use of the Site in any manner that does not reveal your identity. By participating in Site contests, promotions, and/or requesting promotional information or product updates, you agree that Medifast may use your information for marketing and promotional purposes.
6. SITE CONTENT
Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, video clips, testimonials, program guides and manuals, menus, and other materials that appear as part of this Site (collectively, the "Contents") are copyrights, trademarks, and/or other intellectual property owned, controlled, or licensed by Medifast, Inc., and/or its subsidiaries and their affiliates (collectively, "Medifast"). The Site as a whole is protected by copyright and trade dress, all worldwide rights, titles and interests in and to which are owned by Medifast, or any of its subsidiaries. MEDIFAST, MEDIFAST.COM, MYMEDIFAST, MEDIFAST WEIGHT CONTROL CENTERS, TAKE SHAPE FOR LIFE, and all other Medifast trademarks appearing on this Site are trademarks of Medifast.
The Contents of our Site, and the Site as a whole, are intended solely for personal, noncommercial (other than for the purchase of merchandise or services from our site) use by the users of our Site. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal use only. No right, title, or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software.
This Agreement is effective unless and until terminated by either you or Medifast. You may terminate this Agreement at any time. Medifast may terminate this Agreement at any time without notice and deny you access to the Site, if in Medifast's sole discretion you fail to comply with any term or provision of this agreement. A termination or actions taken by Medifast under the previous sentence shall not limit Medifast's other legal rights and remedies available under law or equity. Upon any termination of this agreement by either you or Medifast, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under this agreement or otherwise.
We may change, move, or delete portions of, or may add to, our Site from time to time and without prior notice. Your use of our Site following any such change constitutes your agreement to follow and be bound by the terms as changed. 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.
9. LINKS TO OTHER SITES
For your convenience and enjoyment, our Site may provide links to web sites that are not operated by Medifast. These links do not mean that Medifast endorses, approves, or sponsors the linked site or any information, products, or services contained in such site, nor is Medifast liable for any claims or any damage which might result from your use of such information, products, or services.
If any provision of this agreement shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
11. NO WAIVER
A failure on the part of Medifast to enforce any part of this agreement shall not constitute a waiver of any of Medifast's rights under this agreement, whether for past or future actions on the part of any person. Only a specific written waiver signed by an authorized representative of Medifast shall have legal effect.
This site and all contents of the site are provided on an "as is" basis without warranties of any kind, either express or implied, including without limitation warranties of title or implied warranties of merchantability or fitness for a particular purpose. You acknowledge, by your use of the site, that your use of the site is at your sole risk, that you assume full responsibility for all costs associated with all servicing or repairs of any equipment you use in connection with your use of our site, and that Medifast shall not be liable for any claims or damages of any kind related to your use of this site.
Unless otherwise specified and except to the extent Medifast products or services are offered for sale in the United States through this Site, this Site and the Contents thereof are displayed solely for the purpose of promoting Medifast's products and services available in the United States and select foreign markets. This Site is controlled and operated by Medifast from its offices in Owings Mills, Maryland.
This Agreement shall be construed in accordance with the laws of the State of Maryland, without regard to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by Maryland-Northern Federal District Court located in Baltimore, Maryland. The Parties, to reduce costs and expedite dispute resolution; agree to first utilize mediation; and should that not resolve the dispute, by binding arbitration before a retired Judge chosen by the Parties from the Circuit Court for Baltimore County. Each Party shall pay their own attorney's fees; and all Parties shall pay an equal share of the mediator and/or arbitrator fees at the current rates at the time. Selection of the mediator/arbitrator shall be the first name both chosen from the common current list. ADR by mediation/arbitration shall occur in Baltimore County at company offices or by videoconference with costs of same paid by whichever party requested videoconference.
Medifast, Inc. ("Medifast" 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.
Medifast does not prescreen all Coach-Generated Content. Medifast 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 Health Coach Agreement with the Company to obey certain Policies and Procedures and are limited by certain Restrictions in how they operate. Such Policies, Procedures and Restrictions apply in full force and effect with regard to the creation, maintenance or use of any Coach-Generated Websites. These Terms and Conditions are cumulative with, and not in lieu of, any Standard Terms and Conditions for website use as well as any other Policies, Procedures and Restrictions. 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-GENERATE WEBSITE IS SUBJECT TO ALL APPLICABLE TSFL 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 Take Shape For Life Policies and Procedures, Section 3.5 Disciplinary Sanctions.
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. User-Generated Websites may not be used for any commercial or promotional purpose except those relating to Take Shape For Life Health coaching.
By acceptance of these Coach-Generated Websites Terms and Conditions, 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 membership.
You may not use User-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 Coach-Generated Websites Terms and Conditions. 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 Members (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 Medifast 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 Member, 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 Independent Contractor-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 Medifast 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 Medifast or its agents in connection with the promotion, marketing, use, or expansion of any Coach-Generated Websites.
You represent to Medifast 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 Medifast that such materials do not infringe any third party copyrights or other third party intellectual property rights. You agree to indemnify Medifast for any and all loses resulting form 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 Medifast'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.