Y AGREEING TO A DOCUMENT INCORPORATING THESE Fit With Health LICENSE TERMS AND CONDITIONS (“THE TERMS”) (AN “ORDERING DOCUMENT”) Fit With Health AND LICENSEE AGREE THAT THESE TERMS SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY Fit With Health PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO LICENSEE AS SET FORTH IN SUCH ORDERING DOCUMENT. AS TO ANY PARTICULAR ORDERING DOCUMENT, THE ORDERING DOCUMENT, THE SERVICES DEFINITIONS AND SERVICE-SPECIFIC TERMS AND CONDITIONS, AND THESE TERMS TOGETHER CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.” IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDERING DOCUMENT AND THESE TERMS, THESE TERMS SHALL PREVAIL UNLESS THE ORDERING DOCUMENT EXPRESSLY PROVIDES THAT IT IS MODIFYING THESE TERMS WITH RESPECT TO SUCH AGREEMENT.
Licensee and Fit With Health agree as follows:
“Fit With Health” means Fit With Health Technologies LLC or one of its affiliates, as set forth in the Ordering Document.
“Licensee” means the party to whom Fit With Health is to provide products or services pursuant to the Ordering Document (whether identified as “licensee”, “customer”, “client” or similar designation in the Ordering Document). If “Licensee” includes more than one legal person, the obligations imposed upon each shall be joint and several. The act of, notice from or to, or signature of any one or more of the persons included within “Licensee” shall be binding on all such persons with respect to all rights and obligations under this Agreement, including but not limited to any renewal, extension, termination or modification of this Agreement.
Fit With Health, directly or through an affiliate, agrees to provide to Licensee the products and/or services set forth in the Ordering Document (the “Services”). The Services may include information (the “Licensed Materials”), access to and/or use of software or other technology (the “Fit With Health Technology”), or other services including premium support. Specific Services may be defined by and are subject to the Services Definitions and Service-Specific Terms and Conditions included with the Ordering Document. Fit With Health will make the Services available to the Licensee via password-protected online access accessible by Licensee with usernames and passwords, via an application programmer interface (“API”), or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Fit With Health grants to Licensee a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
The Services will be provided as they exist and are updated and amended throughout the Term. Information provided as part of any Licensed Materials may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Licensee understands and acknowledges that the contents of Licensed Materials will change over time as the data is updated, and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time. Certain portions of the Services may be provided by Fit With Health’s third-party licensors, and Fit With Health’s ability to provide such information may be subject to the willingness of such licensors to continue to contract with Fit With Health. Features and functions of the Fit With Health Technology are provided “as is” and as they may be modified, supplemented, or removed from time to time in Fit With Health’s sole discretion. Fit With Health shall have no liability to Licensee for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Ordering Document.
Ownership. Licensee acknowledges and agrees that, as between Licensee and Fit With Health, the Licensed Materials, the Fit With Health Technology, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Licensed Materials or Fit With Health Technology) are the property of Fit With Health, whether or not they are trademarked, copyrighted, or patented. Licensee acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest in the Licensed Materials or Fit With Health Technology, nor any part thereof, except the limited license provided hereunder, and Licensee expressly disclaims and waives any and all claims to any ownership interest in any such information or materials. This includes, without limitation, any Licensed Materials that Licensee downloads, prints, saves, or incorporates into other materials. Licensee further acknowledges and agrees that the Licensed Materials, in whole or in part, are unique, special, and valuable. Subject to the limited rights expressly granted hereunder, Fit With Health, its affiliates and/or its licensors reserve all right, title, and interest in and to the Licensed Materials and Fit With Health Technology, including all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth herein.
Third-Party Applications. “Third-Party Applications” means computer software programs and other technology that are provided or made available to Licensee or Authorized Users by third parties, including those with which the Fit With Health Technology may interoperate, including, for example, Licensee’s CRM, marketing automation software, or sales enablement software, if any. Fit With Health may make available certain “Integration Tools”, which consist of Fit With Health Technology designed to allow Licensee to use Fit With Health Technology and the Licensed Materials in such a way as to interoperate with one or more Third-Party Applications. Fit With Health is not responsible for and does not endorse any Third-Party Applications or websites linked to by Fit With Health Technology.
Quality Guarantee, Availability. A “Licensed Materials Contact” means a record regarding a natural person, consisting of at a minimum such person’s name and company affiliation, contained in Fit With Health’s database and made available to Licensee as part of any of the Services. If at any time during the Term more than 5% of the Licensed Materials Contacts are not employed by (or similarly affiliated with) the specified company, then upon notice from the Licensee, Fit With Health shall have 30 days to correct the Licensed Materials in order to make them at least 95% accurate. If Fit With Health is unable to achieve 95% accuracy within 30 days, upon notice to Fit With Health, Licensee may terminate the Agreement and shall be entitled to a prorated refund of any prepaid Subscription Fees applicable to periods after the date of the first notice under this paragraph. Fit With Health guarantees that the Fit With Health Technology will be available at least 99.9% of the time on a weekly basis, excluding planned outages for system maintenance. In the event that system availability falls below the availability guarantee, Licensee may provide notice to Fit With Health, and if availability again falls below guaranteed levels within 3 months of such notice, Licensee may terminate this Agreement upon notice to Fit With Health and shall be entitled to a prorated refund of any prepaid Subscription Fees applicable to periods after the date of such termination.
Support. Fit With Health will provide reasonable assistance and ongoing support to assist Licensee and Authorized Users in accessing the Licensed Materials. Fit With Health will make its personnel available by email, online chat, or phone for feedback, problem solving, or general questions between the hours of 5:00 a.m. and 5:00 p.m. Pacific Time (Monday – Friday) and will make reasonable efforts to acknowledge support requests within 24 business hours. Premium support services are subject to any service-specific terms and conditions included with the Ordering Document.
Licensee shall pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services as provided hereunder (the “Subscription Fee”). All Subscription Fees are due upon execution of the Ordering Document, or notice of a deemed subscription as provided herein, and payable on the terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount shall be payable within 30 days of Fit With Health’s transmission to Licensee of an appropriate invoice. All amounts payable by Licensee under this Agreement will be paid to Fit With Health without setoff or counterclaim, and without any deduction or withholding. Fit With Health’s acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of Fit With Health’s right to unpaid amounts.
If Licensee fails to timely make any payment of Subscription Fees, Fit With Health may, in its sole discretion, take any or all of the following actions: (i) restrict or suspend Licensee’s access to the Licensed Materials until all past-due payments are made, (ii) terminate this Agreement, or (iii) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable. Fit With Health shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Licensee’s online access to the Licensed Materials during period of non-payment shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee.
Licensee is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Licensee’s subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Ordering Document, all fees, rates, and estimates exclude sales taxes. If Fit With Health believes any such tax applies to Licensee’s subscription and Fit With Health has a duty to collect and remit such tax, the same may be set forth on an invoice to Licensee unless Licensee provides Fit With Health with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Licensee immediately or as provided in such invoice. Licensee shall indemnify, defend, and hold harmless Fit With Health and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Licensee, except to the extent that any such claims, action, or proceeding is directly caused by a failure of Fit With Health to remit amounts collected for such purpose from Licensee. Fit With Health is solely responsible for taxes based upon Fit With Health’s net income, assets, payroll, property, and employees.
Your account will be immediately terminated if we determine in our sole discretion that you send spam. If you use the Services to send out emails to addresses obtained in any way other than a subscriber opting-in to your list, you may incur a $100 (US) charge per substantiated incident (i.e. per email) in accordance with state and federal regulations.
To determine whether you have sent spam we will: * review the content of the message in question * review your subscriber list for patterns common to harvested lists * review the spam complaint * view the records to see when the subscriber was subscribed and their IP address
Cookies are alphanumeric identifiers transferred to your computer’s hard drive through your Web browser to enable our systems to recognize your browser, tell us how and when pages on our Site are visited and by how many people. Like most internet sites, Fit With Health uses cookies to enhance our users’ and customers’ experience on the internet. These cookies do not collect PII, and we do not combine information collected to obtain additional PII.
Most browsers allow you to prevent new cookies from being accepted, to be notified when you receive a new cookie, or to disable cookies.
This section describes our policies for end users of the Fit With Health Site and Services, Fit With Health customers, and corporate partners.
We receive and store any information you enter on the Site, through the Services or provide to us in any other way, with your consent. You have the option not to provide us with certain information. We use PII provided by you for such purposes as responding to your Service requests, customizing your content, communicating with you about our products and marketing our Services to you.
Further information may be required if you choose to purchase paid components of the Services, such as billing information. Fit With Health uses third party partners, Stripe and Zuora, for credit card processing which may require and store your billing information.
We receive and store certain types of information whenever you interact with us. Fit With Health automatically receives and records “traffic data” on our server logs from your computer, including your geographical location and Internet Protocol (“IP”) address, Fit With Health cookie information, and pages you request. Fit With Health uses this traffic data to analyze trends and administer the Site. Our service automatically collects usage information, such as the frequency of visitors to our Site and their components. This data is only used in the aggregate. This type of collective data enables us to figure out how often users utilize different parts of the Site and Services.
Customers may be contacted via email regarding the Fit With Health Service or Site. For any requests or inquiries made through the Fit With Health Support Center, a record of information you provide will be retained in our response message(s). Additionally, we may receive a confirmation when you open an email from us.
Fit With Health contact database has over 14 million companies profiled with all of their employees. Get accurate and verified emails of the person that you are looking for to ensure your emails get delivered.
