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| Monthly Pass Subscription Agreement |
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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR ACCESS TO AND/OR USE OF THE FEE-BASED OFFERINGS AND THE WEBSITE CAREFULLY. This Agreement is effective as of the date you complete your sign-up (as shown in your subscription summary). By using the offline services such as access to Weight Watchers meetings (the "Offline Services") and/or one of our online fee-based subscription products or offerings (the "Internet Products" and when offered with the Offline Services, collectively, the "Fee-Based Offerings"), you agree to the terms and conditions set forth in this Subscription Agreement (this "Agreement"). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes - you may find it through the "Subscription Agreement" link at the bottom of each page on our Website. By using the Fee-Based Offerings or this Website after any changes are posted to this Agreement or you are otherwise notified of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use or access the Fee-Based Offerings and you should arrange to cancel your subscription with Weight Watchers.
In addition to the applicable terms set forth herein, the use of and/or access to any Offline Services shall be subject to additional terms and conditions which may be made available to you by the Service Provider in connection with the provision of such Offline Services (the "Offline Terms and Conditions").
1. Scope of Agreement
Unless otherwise indicated, this Agreement applies to (i) your use of and/or access to the Fee-Based Offerings offered currently or in the future by the meeting service provider identified during your completion of sign-up or on your Monthly Pass card ("Service Provider") and (ii) your use of and/or access to the websites which are owned or operated by WeightWatchers.com, Inc. or its affiliates (collectively, "WeightWatchers.com" and together with the Service Provider, "Weight Watchers," "we," "us," or "our"), including, without limitation, this website and any other website that we may own or operate currently or in the future (collectively, the "Website"). For purposes of this Agreement, "affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with WeightWatchers.com, including, without limitation, Weight Watchers International, Inc. ("Weight Watchers International") and its subsidiaries. Please send any Monthly Pass communications to Weight Watchers North America, Inc., 8900 State Line Road, Suite 250, Leawood, KS 66206.
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2. Your Use of and/or Access to the Fee-Based Offerings and this Website
Unless otherwise specified, Weight Watchers grants you a non-exclusive, non-transferable, limited right to access, use and display the Fee-Based Offerings to which you subscribed to and this Website and the material provided hereon, and in the meeting room, for your personal, noncommercial use, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a registered user of, or subscriber to, the Fee-Based Offerings and/or this Website. You understand that only you may use and/or access your user account and password, and the materials provided to you for the meeting, and that your subscription to the Fee-Based Offerings is only valid for your personal, noncommercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Fee-Based Offerings subscribed to by you. To subscribe to the Fee-Based Offerings, you represent that you are a United States citizen or resident with a valid United States mailing address.
By using or accessing the Fee-Based Offerings and/or this Website, you agree to be legally bound and to abide by this Agreement, just as if you had signed this Agreement. If you do not comply with this Agreement at any time, Weight Watchers reserves the right to cancel or terminate your password, user account, and/or access to the Fee-Based Offerings and/or this Website (or any part thereof). In its sole discretion and without prior notice or liability, Weight Watchers may discontinue, modify or alter any aspect of the Fee-Based Offerings or the Website, including, but not limited to, (i) restricting the time a Fee-Based Offering and/or the Website is available, (ii) restricting the amount of use and/or access permitted, and (iii) restricting or terminating any user's right to use and/or access any of the Fee-Based Offerings and/or the Website. You agree that any termination or cancellation of your access to or use of the Fee-Based Offerings and/or the Website may be effected without prior notice. If you do not abide by the terms of this Agreement, except as Weight Watchers may otherwise provide from time to time, you agree that Weight Watchers may immediately deactivate or delete your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, the Fee-Based Offerings and/or the Website (or part thereof). Further, you agree that Weight Watchers shall not be liable to you or any third party for any termination or cancellation of your access to, or use of, the Fee-Based Offerings and/or the Website, except for a refund of any fees or charges prepaid by you with respect to the Fee-Based Offerings in accordance with Section 4 of this Agreement. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by Weight Watchers pursuant to this provision or this Agreement, or any policies or practices by Weight Watchers in providing the Fee-Based Offerings or this Website, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Fee-Based Offerings, is to cancel or terminate your subscription to the Fee-Based Offerings or registered user account with respect to the Website, as applicable.
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From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities, features or events ("Additional Terms"). Such Additional Terms may be placed on the Website, or otherwise accessible, to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.
3. Charges and Fees for Fee-Based Offerings
As a subscriber to one of the Fee-Based Offerings, you agree as follows:
A. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees (including prepayment plan fees for multiple periods, if any such plans are offered) set forth at Weight Watchers meeting locations or on this Website (such as the recurring monthly fee or multiple-period fee, as applicable), applicable taxes, and other charges and fees incurred in order to use or access the Fee-Based Offerings. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). After your payment for your initial prepayment plan billing period (standard plan or multiple-period plan), we will automatically charge your credit card or other account up to 15 days prior to the start of each renewal period, unless you terminate or cancel your subscription before you are charged for the relevant renewal period. Except in the case of a multiple period prepayment plan, if any, or if you were eligible for a discounted rate but are no longer eligible for that rate, the renewal charge will be the same as the prior period's charge, unless we notify you in advance at the time of sign-up or prior to the beginning of the renewal period as described above. Each time you use or access the Fee-Based Offerings you reaffirm your agreement that we may charge your credit card (or other form of payment, if applicable). In the event we cannot charge your account, we reserve the right to discontinue or terminate your use of or access to the Fee-Based Offerings. If you purchased a multiple period prepayment plan, if any are offered, or if you were eligible for a discounted rate but are no longer eligible for that rate, your subscription will automatically be renewed at our standard subscription rates and for our standard period (usually monthly) at the start of the renewal period. If you wish to purchase another prepayment plan for multiple periods and we are currently offering prepayment plans at such time, you must notify us before you are charged for the next subscription period (usually about 15 days before the termination of your current prepayment plan).
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B. In addition to the fees and charges set forth above, you are responsible for all charges and fees associated with signing up for and connecting to the Fee-Based Offerings and connecting to the Website, including without limitation all telephone access lines (including long-distance charges, when applicable), Internet service provider fees, telephone, computer and printer equipment, sales taxes and any other fees and charges necessary to use or access the Fee-Based Offerings.
C. For purposes of your access to and use of the Fee-Based Offerings, including identification, billing and shipping, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to the Fee-Based Offerings ("Subscription Data"), including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use and/or access by you of any of the Fee-Based Offerings or the Website (or any portion thereof). You are obligated to check the "My Profile" feature of the Website to determine whether your Subscription Data is current and accurate, and, if not, to correct or update your Subscription Data including your billing information.
D. Certain portions, components, content and features of this Website are only available to individuals who purchase a subscription to one of the Fee-Based Offerings. You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify WeightWatchers.com immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password or credit card information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, access the My Profile feature of this Website to update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account. You are responsible for paying any amounts billed to your credit card by a third party which were not authorized by you. You are entirely responsible for any printed material you receive that allows you to use or access the Offline Services (for example, your Monthly Pass card). You agree that such printed materials are for your personal, non-commercial use and are non-transferable.
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E. Except for multiple-period prepayment plans, if any, charges to you for the next prepayment plan prior to the beginning of that next period, your failure to satisfy limitations we set based on demographic, geographic, health or other similar criteria, if we terminate your subscription to one of the Fee-Based Offerings prior to the end of the applicable period, or as otherwise provided by law, you agree that all fees and charges assessed by us are nonrefundable. Nonrefundable fees include the full monthly fee for any month (or portion thereof) elapsed (regardless of whether you used the Fee-Based Offering or logged onto the Website during that month). If you subscribe to a prepayment plan that we may offer for multiple periods and you decide to cancel during such prepayment period, we will refund you the difference, if any, between the amount you paid and the amount you would have incurred if you were subject to our standard pricing in effect during such time and not subject to our special pricing offered through any prepayment plan. Depending on when we receive your notice of cancellation of your subscription, it is possible that we may have already charged you for your next subscription period. In that case, we will refund you the full amount for that next subscription period as long as you return to us, in accordance with the Monthly Pass Cancellation Policy, any material we send you that provides you with use of or access to the Offline Services for that next period (typically your next Monthly Pass card).
F. If your cancellation of your subscription to one of the Fee-Based Offerings is due to your failure to satisfy limitations we set based on demographic, geographic, health or other similar criteria, or due to your death, disability, or relocation prior to the end of a period for which you have incurred a charge, or if you are canceling within 5 days (or such other period as required by law) of your initial purchase of the Fee-Based Offerings, then, with the exception of any fixed upfront fee we may have charged, we will refund any unused portion of such period in accordance with the Monthly Pass Cancellation Policy. In addition, in certain states you may have additional rights with respect to cancellation, as set forth in Section 21 below. Notwithstanding Section 21, you may always cancel using any of the methods, and for any of the reasons, set forth in the Monthly Pass Cancellation Policy. If we cancel or terminate your subscription to one of the Fee-Based Offerings (as opposed to you canceling your subscription) prior to the end of a period for which you have incurred a charge, with the exception of any fixed upfront fee, we will refund any unused portion of such period on a pro rata basis. In addition, if you cancel your subscription to the Fee-Based Offerings, and are entitled to a full refund, we reserve the right to charge a fee to cover the cost to us of any administrative or other services you may have used prior to your cancellation, to the extent permitted by law.
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4. Cancellation of Subscription
Either you or we may terminate or cancel your subscription to the Fee-Based Offerings at any time. You understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with Weight Watchers including, without limitation, any dispute related to, or arising out of: (i) any terms of this Agreement or the enforcement or application of this Agreement; (ii) any practice or policy of ours, including the Terms & Conditions and Privacy Policy
, or the enforcement or application of these policies; (iii) the content available (or any change in content provided), on, or as part of, a Fee-Based Offering, on the printed materials supplied in connection with the provision of the Fee-Based Offerings (the "Printed Materials"), or through this Website; (iv) your ability to access and/or use any Fee-Based Offerings or the Website; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription to the Fee-Based Offerings, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, the Fee-Based Offerings, and/or the Website (or part thereof) except as may be otherwise provided from time to time.
You can cancel your subscription by contacting Customer Service at cancelmonthlypass@weightwatchers.com or by such other means as we may provide from time to time as set forth in the Monthly Pass Cancellation Policy. We will attempt to process all cancellation requests promptly after we receive your request, provided that you send your request via the acceptable methods set forth in the Monthly Pass Cancellation Policy. If you (i) cancel after you have already been charged for the next subscription period (usually about 15 days prior to the beginning of the next subscription period) or (ii) cancel and are inadvertently charged for the next period's fee after you cancel, contact Customer Service or read the Monthly Pass Cancellation Policy to find out how to have the charges reversed. If you use or access the Fee-Based Offering during that next period, or you do not return to us, in accordance with the Monthly Pass Cancellation Policy, any materials sent to you that provide you with access to the Offline Services for that next period (typically your next Monthly Pass card), you will not be entitled to a refund. If you cancel your subscription to the Fee-Based Offerings, and are entitled to a full refund, we reserve the right, as indicated in Section 3F above, to charge a fee to cover the cost to us of any administrative or other services you may have used or costs incurred prior to your cancellation, to the extent permitted by law.
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We may allow you to cancel your subscription with respect to the Offline Services portion only or the Internet Products portion only of your subscription. In this case, this Agreement would continue to apply to your access to or use of the Offline Services provided by your Service Provider or Internet Products provided by us that continue as part of your subscription (with the term "Fee-Based Offering" applying only to the Offline Services or Internet Products, as applicable) and to your use and/or access of the Website.
5. Availability of Fee-Based Offerings
The availability and use of the Fee-Based Offerings may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to the Fee-Based Offerings or may terminate your subscription to the Fee-Based Offerings at any time based on these criteria. For example, pregnant women and individuals under the age of 18 may not subscribe to the Fee-Based Offerings.
We may limit the availability of Monthly Pass to individuals currently attending Weight Watchers meetings in participating areas or participating locations. Please see
Participating Locations for details concerning these locations. While you may be able to use your Monthly Pass to attend meetings in any participating areas, if you regularly attend meetings operated by a Service Provider other than the Service Provider listed on your Monthly Pass card, then in order to use your Monthly Pass following the end of your current billing period, you may be required instead to sign up for Monthly Pass with the Service Provider operating the meetings you regularly attend. Fees may vary by Service Provider.
6. Privacy and Security
We are committed to protecting your privacy and security. For more information, you should review the Privacy Policy, which is incorporated into this Agreement by this reference.
7. Health Disclaimer
The Fee-Based Offerings and this Website provide weight-loss management and information applications and content published in the Printed Materials and over the Internet and are intended only to assist users in their personal weight-loss efforts. Weight Watchers is not a medical organization and its staff cannot give you medical advice or diagnosis. Nothing contained in the Printed Materials or offered in the Offline Services or in this Website should be construed as such advice or diagnosis. The information and reports generated by Weight Watchers 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 weight-loss effort or regimen. The Fee-Based Offerings and this Website are intended for use and/or access only by healthy adult individuals. The Fee-Based Offerings and the Website 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 weight-loss effort or regimen.
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For more information, you should review the
Health Notice and Consumer Bill of Rights, which are incorporated into this Agreement by this reference.
8. Automatically Become a Registered User
As a subscriber to one of the Fee-Based Offerings, you automatically become a registered user of this Website, which provides you with access to certain products, offerings, features, or resources of the Website such as the ability to post messages on one of the Forums (such feature is not available to those who are not registered users). A "Forum" means any chat room, message board, bulletin board, recipe swap, or similar activity where you and other users of the Website can communicate. If you cancel your subscription to the Fee-Based Offerings, you will remain a registered user of the Website unless you specifically request otherwise. 9. Restrictions on Use of Materials
You acknowledge that the Printed Materials and this Website may contain information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing in the Printed Materials and on this Website are trademarks of their respective owners. WEIGHT WATCHERS® is the trade name and the registered trademark and service mark of Weight Watchers International. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available in the Printed Materials or on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is received by you in printed form or downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
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10. Community Standards and Conduct Guidelines
You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, emailed or otherwise transmitted on the Website by others and, as such, does not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted community standards and conduct guidelines for the users of the Website (as described below), you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will Weight Watchers be liable in any way for any Postings (other than for Content developed by Weight Watchers), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Website.
You agree not to use this Website (including any Forums) to:
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| a. | Upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion); | | b. | Harm minors in any way; | | c. | Impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of Weight Watchers or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Weight Watchers or any other person or entity; | | d. | Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website; | | e. | Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); | | f. | Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party; | | g. | Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose; | | h. | Upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; | | i. | Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum; | | j. | Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; | | k. | Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law; | | l. | "Stalk" or otherwise harass another user or employee of this Website; or | | m. | Collect or store personal data or attempt to collect or store personal data about other users of the Website. |
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Your privilege to use and/or access this Website (including the Forums) and contribute to discussions on the Forums depends on your compliance with the community standards and conduct guidelines set forth above. WeightWatchers.com may revoke your privileges to use and/or access all or a portion of this Website and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to its attention. Further, if you fail to adhere to the community standards and conduct guidelines, WeightWatchers.com may terminate, in its sole discretion, your use of, or participation in, any Forum
All Forum communications, including, but not limited to, chat and message board communications, are public and not private communications. WeightWatchers.com reserves the right to monitor some, all, or no areas of this Website (including any Forum) for adherence to the community standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings in the Forums, WeightWatchers.com is acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any Postings or activities in any Forum. Although WeightWatchers.com reserves the right to remove, without notice, any Forum posting for any reason, it has no obligation to delete Postings that you may find objectionable or offensive.
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11. Submissions
If, at our request or on your own, you send, email, post or otherwise transmit to us or this Website information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles, stories about yourself or your weight loss, or other materials (including, but not limited to, posting, emailing, or otherwise transmitting Postings on any Forum) (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, our property . Except as provided in the Privacy Policy, with respect to information submitted to us on our Website, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions. You also warrant that any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
12. Parental or Guardian Permission
Some of the Content on this Website may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS WEBSITE. We strongly recommend that children between the ages of 13 and 18 ask for their parent's or guardian's permission before viewing this Website. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO THE FEE-BASED OFFERINGS.
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13. Website Links
This Agreement applies to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.
14. Third Party Products and Services
You may be able to order services, merchandise or other products through the Website from other parties (collectively, the "Third Party Sellers"). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.
15. Copyright Complaints
We respect the intellectual property of others, and ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use and/or access the Website (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact the designated agent for notice of claims of copyright infringement for the Website: General Counsel, WeightWatchers.com, Inc., 11 Madison Avenue, 17th Floor, New York, New York 10010.
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16. Relationship between WeightWatchers.com, Service Provider and Weight Watchers International
WeightWatchers.com is a subsidiary of Weight Watchers International, and is authorized to use under license the WEIGHT WATCHERS brand and intellectual property on the Internet and is liable for the operation of the Website. Your Service Provider is a subsidiary or franchisee of Weight Watchers International, licensed to use such brand and intellectual property in Weight Watchers meetings and is liable for the Fee-Based Offerings. WEIGHT WATCHERS is the trade name and the registered trademark and service mark of Weight Watchers International as are certain other trademarks and service marks used on this Website under Weight Watchers International's control.
17. Disclaimers of Warranties
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS) ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WEIGHT WATCHERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.
NEITHER WEIGHTWATCHERS.COM ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE INTERNET PRODUCTS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR ACCESS TO THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE INTERNET PRODUCTS).
NEITHER WEIGHTWATCHERS.COM, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS) IN, OR OFFERED THROUGH, THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
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FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM WEIGHT WATCHERS PERSONNEL SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
18. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OF AND/OR ACCESS TO, OR THE INABILITY TO USE AND/OR ACCESS THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS); (B) THE USE AND/OR ACCESS OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS) ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS); (D) UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED OFFERINGS); OR (F) ANY OTHER MATTER RELATING TO THIS WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING OR ACCESSING THE FEE-BASED OFFERINGS OR THIS WEBSITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FEE-BASED OFFERINGS OR THIS WEBSITE, OR WITH ANY PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE FEE-BASED OFFERINGS OR THIS WEBSITE.
19. Indemnification
You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorney's fees and expenses) arising from your improper use of any Weight Watchers products or offerings (including, without limitation, the Fee-Based Offerings) or of this Website, your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.
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20. Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of and/or access to this Website (including, without limitation, the Fee-Based Offerings) or this Agreement shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
21. State Law Provisionsa. Provisions Applicable to California
If you attend Weight Watchers meetings in the State of California, the following applies to you:
(1) You, the buyer, may cancel this agreement, without any penalty or obligation, at any time prior to midnight of the original contract seller's third business day following the date of this contract, excluding Sundays and holidays. To cancel this agreement, mail or deliver a signed and dated notice, or send a telegram which states that you, the buyer, are canceling this agreement, or words of similar effect, or cancel as provided in the Monthly Pass Cancellation Policy. This notice shall be sent to: Weight Watchers North America, Inc., 8900 State Line Road, Suite 250, Leawood, KS 66206.
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| (2) You, or your estate, may cancel this contract for the following reasons: (i) you move your primary residence further than 50 miles from your current meeting location and you cannot use your Monthly Pass at a comparable meeting location or (ii) you are unable to receive all services for which you have contracted, due to death or disability during the term of your contract. In either of these cases, you may cancel by mailing or delivering written notice of your cancellation to us as provided in the Monthly Pass Cancellation Policy. If you cancel for either of these reasons, you will be entitled to a pro-rated refund. |
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b. Provisions Applicable to Iowa
If you attend Weight Watchers meetings in the State of Iowa, the following applies to you:
(1) NOTICE TO BUYER: DO NOT ACCEPT THIS CONTRACT UNTIL YOU READ IT.(2) BUYER'S RIGHT TO CANCEL:You may cancel this transaction within three business days from the date you enter this agreement.If you cancel, any payments made by you under the contract, less an administrative fee not to exceed twenty dollars, and any negotiable instruments executed by you will be returned within forty-five days following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled. After you cancel, we may request the return of all contracts, membership cards, and other documents or evidence of membership. To cancel this transaction, send, or deliver a signed and dated copy of this cancellation notice or any other written notice by certified or registered mail to Weight Watchers North America, Inc., 8900 State Line Road, Suite 250, Leawood, KS 66206, or cancel as otherwise provided in the Monthly Pass Cancellation Policy, not later than midnight of the third business day after your Monthly Pass purchase
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(3) You, or your estate, may cancel this contract if you die or become totally physically disabled for the duration of the contract. In either of these cases, you may cancel by mailing or delivering written notice of your cancellation to us as provided in the Monthly Pass Cancellation Policy. If you cancel for either of these reasons, you will be entitled to a pro-rated refund.
For Iowa residents only, the maximum length of this contract shall be thirty-six months from the date you complete sign-up online. You will be billed for your Monthly Pass in monthly installments. c. Provisions Applicable to Maryland
If you attend Weight Watchers meetings in the State of Maryland, the following applies to you:
Notice of Consumer Rights:
(1) Our registration number with the Consumer Protection Division of the Office of the Attorney General is E2322.
(2) We have posted bond with the Consumer Protection Division of the state of Maryland in the amount of $4 million.
(3) If your regular meeting location is closed for a period of longer than one month, you are entitled to your choice of either an extension of your Monthly Pass contract or a prorated refund. If the closing is not the fault of the business, we are entitled to choose either the extension or refund.
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d. Provisions Applicable to South CarolinaFor South Carolina residents only, the maximum length of this contract shall be twenty-four months from the date you complete sign-up online. You will be billed for your Monthly Pass in monthly installments.e. Provisions Applicable to Wisconsin
If you attend Weight Watchers meetings in the State of Wisconsin, the following applies to you:
(1) CANCELLATION AND REFUNDS
Right to Cancel. You are permitted to cancel this contract until midnight of the 3rd operating day after the date on which you signed the contract. If the facilities or services that are described in the contract are not available at the time you sign the contract, you have until midnight of the 3rd operating day after the day on which you received notice of their availability, to cancel the contract. If within this time period you decide you want to cancel this contract, you may do so by notifying us by any writing mailed or delivered to Weight Watchers North America, Inc. at 8900 State Line Road, Suite 250, Leawood, KS 66206, or canceling as otherwise provided in the Monthly Pass Cancellation Policy. If you do so cancel, any payments made by you, less the value of services already provided, will be refunded within 21 days after notice of cancellation is delivered, and any evidence of any indebtedness executed by you will be canceled by Weight Watchers and arrangements will be made to relieve you of any further obligation to pay the same.
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(2) You, or your estate, may cancel this contract if you die or become disabled during the term of your contract. In either of these cases, you may cancel by mailing or delivering written notice of your cancellation to us as provided in the Monthly Pass Cancellation Policy. If you cancel for either of these reasons, you will be entitled to a pro-rated refund.
22. Miscellaneous Terms
In any action against us or our affiliates arising from the use of this Website (including, without limitation, the Fee-Based Offerings), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, as it may be updated from time to time, together with the Terms & Conditions (if applicable) and any Offline Terms and Conditions, are the entire agreement between you and Weight Watchers relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms & Conditions or the Offline Terms and Conditions, this Agreement shall control. This Agreement may be modified only by our posting changes to this Agreement on this Website, or by written agreement of you and us, as we determine in our sole discretion. Each time you access or use the Fee-Based Offerings or this Website, you will be deemed to have accepted any such changes.
Weight Watchers may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of Weight Watchers successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
(Last modified on February 26, 2008)
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