Go365 Terms and Conditions

For those eligible to participate in Go365®, the following Terms and Conditions apply: Go365 (referred to as “The Program”) is a wellness and rewards program offered by Go365, LLC (“Go365”, “we”, “us” and “our”) that encourages a healthy lifestyle and rewards people for taking steps to improve and continue healthy behaviors. Go365 provides tools and support to help people live healthier lives and reduce healthcare costs.

This mobile app and accompanying wellness services and functionality are meant to be accessed by members residing within the United States only. The services are not available to individuals outside the United States in any manner.

Please read this agreement carefully. It sets forth legally binding terms and conditions for participation in the Program.

By accepting these Terms and Conditions, you acknowledge that you are doing so voluntarily and with the understanding that Go365 is not providing medical advice. You understand that any activities or other information presented to you are not substitutes for a medical professional's evaluation and treatment.

Recommendations or information given by Go365 is for healthy, active individuals without cardiovascular heart disease, risk factors, or other contraindications to exercise. Participation in Go365 may include physical exercise, blood testing, and other health and fitness activities. These activities may involve risks and may not be appropriate for everyone. Before taking part in any Go365 program tests or activities you should obtain necessary medical advice about participating in the Program from your personal healthcare providers, including a thorough evaluation and review of your present physical condition and guidance regarding which activities are safe and appropriate for you. You acknowledge and understand that regardless of your physical condition while participating in the Program, certain elements of the program may involve risk of injuries or aggravation of preexisting injuries, diseases, or physical conditions.

In exchange for the right to participate in the Program, you agree to indemnify, defend (at our option), and hold Go365 and its parent company and each of their respective subsidiaries, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (Program Parties) harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your activities in connection with the Program; (ii) your use of the Program or rewards earned through the Program; (iii) your breach or anticipatory breach of these Terms and Conditions or any other guideline, rule, or terms of service related to or part of the Program; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the website and the Program; (v) information or material transmitted through your fitness device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us; or (viii) any other reason (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Go365. We are not responsible for technical, hardware, network connections, or incomplete or delayed computer transmissions, regardless of cause. Under no circumstances will Go365 or the Program Parties be responsible for or liable, together or separately, for any loss or damage of any kind, including personal injury or death, or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to the Program. The foregoing limitation of liability will apply even if any event or circumstance were foreseeable, and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).

You understand this Release, Assumption of Risk and Waiver is a binding contractual agreement. You have read it fully; you hereby acknowledge that you understand it; and you voluntarily accept it.

In some instances, both these Terms and Conditions and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of the Program (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms and Conditions, any contest, sweepstakes or other promotion we may offer as part of the Program, may also be subject to the Additional Terms and will also govern participation, and our execution, of each such promotion.

Go365 reserves the right to determine eligibility for participation in or use of the Program.

Information accuracy. You will provide true, accurate, complete information about yourself and your activities in connection with your participation in the Program. You are solely responsible for all activities that occur under the account—whether or not you authorized the activity. You are solely responsible for maintaining and restricting access to your fitness device if you choose to connect it to the Program.

In Go365, Bucks represents an accrual value that is applied toward redemptions in the Go365 Mall. Bucks have no cash value and can only be redeemed in the Go365 Mall.

By registering for the Program, you agree that: (i) we may give you notices of important matters by prominently posting notices on the home page of the Program or in another reasonable manner we determine in our sole discretion; and (ii) we may contact you and send you communications by postal mail and e-mail at the addresses you provide to us.

You may modify certain types of mail and communications that you receive from us about the Program by indicating your communication preferences within the account settings section of the website. If you have a question regarding use of the Program, you may contact Customer Support by calling the number on the back of your Go365 or Humana member ID card.

Rewards for participating in the Program are available to all eligible persons. If you think you might be unable to meet a standard for a reward under the Program, you might qualify for an opportunity to earn the same reward by different means. Contact Customer Support at the number listed on the back of your Go365 or Humana member ID card and we will work with you (and, if you wish, with your healthcare practitioner) to provide a reasonable alternative with the same reward value that is right for you, given your current health status.

Go365 has sole discretion in administering the Program and interpreting the Terms and Conditions and Additional Terms. A revised copy of the Terms and Conditions will be posted on the website when any changes occur and you will be asked to acknowledge and accept the new version. Go365 is not responsible for misinterpretation or lack of knowledge of the Terms and Conditions. A process is available for you to resolve any issue or concern regarding the Program, contact Customer Support by calling the number on the back of your Go365 or Humana member ID card.

We reserve the right, in our sole discretion and without notice or liability, at any time during the duration of this Program, to take actions to administer the Program, including, but not limited to: (i) modify, suspend, cancel, or discontinue the Program, in whole or in part, for any reason, (ii) restrict, suspend or terminate participation of any persons enrolled in the Program, (iii) impose limits on, withdraw, modify, suspend or cancel any features, activities, promotions or services, (iv) limit the frequency, duration or number of times an activity may be completed, (v) adjust or deny the amount of Points or Bucks for any activity, (vi) and modify or regulate the Points and Bucks you may have accrued in the Program.

From time to time, Go365 may make available, reference, or provide rewards for using items and services from third-party vendors. While most services are provided at no additional cost to you, if you choose to use certain items and services, you may incur additional fees that are not covered by Go365. Third-party vendors may provide compensation to Go365.

Go365 does not endorse the items or services provided by third-party vendors and does not review third-party vendor content for accuracy.

You agree that Go365 or Program Party will not be liable for any modification, discontinuance or termination from the Program. You further agree to abide by Go365’s final and binding decisions regarding the Program and your participation in it.

Your program data is used, shared and protected as outlined in the Go365 Notice of Privacy Practices and Internet Privacy Statement on the Go365 website.

By participating in the Program with any social media sharing tools or functions made available to you, you understand that your use of such tools or functions is completely voluntary. Further, you understand that if you choose to use the social media sharing tools or functions to share your information on social media you are responsible for the release of your information. Go365 is not responsible for the transmission of the information or use of the information on any website, and Go365 cannot retract or delete the information once it is released. You agree that it is your responsibility to understand social media sharing tools or functions prior to your use and to remove any information you no longer wish to have shared.

Certain Program activities have charges associated with them which may not be funded by Go365.

Changes in Status are effective on the date determined by Go365.

Program participation will be awarded to the individual member completing the activity. For rules and requirements regarding Go365 participation and earning of rewards, please review the descriptions of each specific activity. Not all Go365 programs are the same. Your employer or program sponsor may modify the program by adjusting the availability of certain activities and the value and variety of items in the Go365 Mall. Available rewards, discounts and savings may differ depending upon the structure associated with the program in which you are enrolled.

Unless stated otherwise, you must request rewards for certain Program activities. These requests must be submitted to Go365 within ninety (90) days of completing the activity. Go365 will not recognize requests for rewards more than ninety (90) days after completing the activity. When indicated, you must use the designated forms and provide all requested documentation of your activities to be recognized as being eligible for rewards. You may need to provide your Go365 or Humana ID number to earn rewards for certain activities. Go365 will not reward for activities completed prior to the current program year.

You are responsible for ensuring that Program participation and any eligible rewards are credited accurately. If you believe that a Program reward has been earned but not properly credited, you may be required to submit supporting documentation or proof to Go365 to correct the discrepancy. Such requests must be submitted within one hundred and twenty (120) days of completing the activity.

In Go365, Bucks represents an accrual value that is applied toward redemptions in the Go365 Mall. Bucks have no cash value and can only be redeemed in the Go365 Mall.

Unredeemed Bucks are carried over from one Program year to the next, for up to two (2) or three (3) years, depending upon how your program is structured and provided there is no change in group, policy or member role. Your program dashboard will display a notification approximately six (6) months prior to expiration of any Bucks.

Points and Bucks will not be awarded unless earned in strict compliance with the requirements as established and intended by us, and you shall not attempt to earn rewards or participate in any aspect of the Program by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements.

Program rewards, discounts, or savings are not transferable and may not be combined nor can they be transferred to an estate, successor or assign(s). Bucks have no “real world” or cash value and are not redeemable for cash. Program rewards, discounts, or savings do not constitute property of the individual. You forfeit all rewards, discounts or savings under the Program immediately upon termination from the program regardless of the circumstances of termination.

Bucks cannot be redeemed if you are not enrolled in the Program, nor can they be redeemed after their expiration date regardless of enrollment status. Any change in enrollment status from one Go365 group or policy to another Go365 group or policy, change in role, or transition from Go365 to Go365 by Humana for Medicare, will be considered as termination and unredeemed Bucks will be forfeited.

Rules specific to rewards redemption are set forth in the applicable sections of this document, on the website and within the Mall Terms of Use. Violation of these may result in forfeiture of rewards and/or termination from the Go365 program.

Redemption of Bucks. The total number of Bucks that can be used to redeem an item from the Mall at any given time is the total number of Bucks available in the account at the time of redemption. After an item has been ordered from the Mall, the order is final and the appropriate number of Bucks will be deducted immediately from the account. Program status of Bronze or higher is required to redeem rewards in the Go365 Mall. Only the Subscriber may redeem in the Mall. See the Go365 Mall Terms of Use for more details

Rewards with limited availability. At times, certain items available in the Mall may be available in limited quantities, or for a limited time, and will be noted as such. Once the total available numbers of any such item has been claimed, or once the limited time to redeem such an item has expired, that item will be removed from the Mall. If you redeem your Bucks for an item and we determine that the item is unavailable, out of stock or for whatever reason cannot be provided to you, we will “refund” the Bucks that you used to redeem for the item.

Rewards pricing. Rewards, Bucks prices, cash prices, discounts and Program Mall item availability are subject to change without notice or liability at the discretion of Go365.

Other terms applicable to rewards. The Go365 Mall rewards merchants are independent contractors and not agents or employees of Go365. Go365 and Program Parties hereby disclaim any liability, whether based on contract, tort, strict liability or otherwise, including without limitation liability for any direct, punitive, special, consequential, incidental or indirect damages, in connection with the goods or services provided by any reward redemption merchant through the website, including without limitation liability for any act, error, omission, injury, loss, accident, delay or irregularity which may be incurred through the fault, negligence or otherwise, of such reward redemption merchant, and you hereby release Go365 And Program Parties from any liability with respect to the same.

It is your responsibility to determine tax obligations, if any, related to participation in the Program for rewards, discounts, savings and contest prizes received under Go365. You are responsible for all applicable taxes, including income tax liability, associated with any item acquired under the Program. Questions and concerns about taxes or payroll deductions referencing the Program will not be addressed by Go365 and should be directed to your group benefit administrator.

Termination/suspension. Any suspension or termination will not affect your obligations to us under these Terms and Conditions, Additional Terms or any other requirements of the Program. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and Conditions and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms and Conditions, as well as any indemnities, releases, disclaimers, and limitations on liability.

Severability. If any provision of these Terms and Conditions, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions, or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

Investigations. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of website’s security or information technology, or other systems or networks; (ii) investigate any suspected breaches of these Terms and Conditions or other requirements of the Program and terminate your Program access resulting from such a breach; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters.

Go365 may share information obtained through an investigation with your employer.

Assignment. We may assign our rights and obligations under these Terms and Conditions, or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and Conditions, and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Go365.

No waiver. Except as expressly set forth in these Terms and Conditions, or any Additional Terms, (i) no failure or delay by you or us in exercising any rights, powers, or remedies will operate as a waiver of that or any other right, power, or remedy, and, (ii) no waiver or modification of any term of these Terms and Conditions, or any Additional Terms, will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service providers, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.

2022

Harris Rothenberg International, Inc.

1. INTRODUCTION AND ACCEPTANCE.
   Welcome to Healthy Life Coaching offered by Harris Rothenberg International, Inc. (referred to as “us," "we," or "our") we are pleased to offer Healthy Life Coaching Services, (referred to as the “Services”). Throughout these Terms and Conditions, references to “I,” “you,” or “your” refer to you, the user.
   
   PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY SERVICES. BY USING THE SERVICES YOU ARE AGREEING TO COMPLY WITH THESE TERMS AND CONDITIONS, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 13 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.
   
   IF YOU BELIEVE IN ANY WAY THAT YOU NEED MEDICAL INTERVENTION TO RESOLVE HEALTH ISSUES, CONCERNS, OR BOTH, THEN THIS SERVICE IS NOT APPROPRIATE. IN SUCH A CASE, PLEASE CONTACT A HEALTHCARE PROVIDER. YOU EXPRESSLY AGREE THAT THE USE OF OUR SERVICES IS AT THE RISK OF THE USER OF THE SERVICES.
   
   
2. NOT A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE.
   (A) Our Services are intended to provide information only and in some instances, limited interactive discussion and advice. The depth and breadth of such information, discussion, and advice is limited by the nature of our Services. It is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the same.
   
   (B) Our Services are not intended as a substitute for professional advice, diagnosis, or treatment. We do not deal with clinical issues, but non-clinical issues only. You are responsible for your medical and mental health care, treatment, and oversight. You should always seek the advice of a physician or qualified health professional with any questions regarding a clinical medical or mental health condition. You should never disregard or delay seeking medical or mental health advice because of information that you received as the result of our Services.
   
   (C) Even though some of our coaches may have medical or mental health credentials, our coaches do not offer (and are not authorized to offer) medical or mental health advice. While our coaches may, from time to time, advise persons to seek medical or mental health advice, neither we nor our coaches are responsible for determining, and do not actively seek to evaluate or determine, the severity of a person’s mental or physical condition and/or the need of any person for treatment by a medical or mental health professional. Although we may provide information and resources for medical or mental health treatment as a part of our Services, neither we nor our wellness coaches are responsible for directing persons to clinical treatment. THE USE OF OUR SERVICES DOES NOT CREATE A PROVIDER-PATIENT RELATIONSHIP WITH THE USER.
   
   
3. ACCESS TO COACHES.
   (A) Coaching Services are available by appointment, Monday - Friday from 8 am to 8 pm EST. Appointments between you and a coach will be scheduled at the convenience of both you and a coach to the best of our ability. Availability of Coaching Services is subject to change at any time without prior notice.
   
   (B) If you have missed coaching sessions for 60 days or more we will consider you to be inactive in the program. You can re-enroll at any time via the Go365 app or by calling the coaching team phone line.
   
   (C) We reserve the right to cease coaching services if you are using verbal or written language that exhibits behavior that would commonly be considered to be harassment, abusive or threatening.
   
   (D) In certain instances, we may send you content via the Go365 app or permit you to download or print content or any combination thereof. In such a case, such content is for your personal, non-commercial use only, provided that you may not further distribute such content or remove any copyright or other proprietary rights notices contained on such content. You acknowledge that you do not acquire any ownership rights by downloading or printing such content. Except as expressly permitted in these Terms and Conditions, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available through our Services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner.
   
   
4. RELEASE AND WAIVER.
   By agreeing to receive Services, I acknowledge that I am doing so voluntarily and with the understanding that Harris Rothenberg International, Inc. is not providing medical or mental health advice in connection with the Services. I understand that any activities, goals, or other information presented under the Services are not substitutes for a medical or mental health professional's evaluation and treatment. I should obtain necessary medical or mental health advice about participation in the Services from my personal medical or mental health service providers.
   
   I understand that regardless of a person’s physical condition while engaged in the Services, certain elements of wellness coaching may involve risk of injuries or aggravation of preexisting injuries, diseases or physical conditions.
   
   I fully accept all such risks resulting from my personal engagement in the Coaching Services and hereby release and discharge Harris Rothenberg International, Inc., from any and all liability, claims, suits, demands or causes of action which may arise from my personal engagement with the Service. This release of liability and waiver is intended to cover all acts or omissions by Humana Wellness Solutions except such act or omission that results in physical injury or is the result of intentional, reckless, grossly negligent or negligent conduct. This section shall be interpreted only as broadly as permitted under applicable State law.
   
   I understand this Release and Waiver is contractual and not a mere recital. I have read it fully; I hereby acknowledge that I understand it; and I voluntarily accept it.
   
   
5. HEALTHY LIFE COACHING RULES AND PARAMETERS.
   (A) Authority and Modifications. The coaching Service has sole discretion in administering the terms and conditions. A revised copy of the terms and conditions will be posted on the Go365 App when any changes occur. The coaching Services are not responsible for misinterpretation or lack of knowledge of terms or conditions.
   
   (B) Assumption of Risk. Participation in the Services may include physical exercise or other health and fitness activities. These activities may involve risks or otherwise not be appropriate for all persons. Recommendations and advice given in coaching sessions are for healthy, active individuals without cardiovascular heart disease, risk factors, or other contraindications to exercise. Before taking part in these activities, consult with your healthcare professional for a thorough evaluation and review of your present condition, and guidance in what activities are safe and appropriate for you.
   
   
6. REGISTRATION.
   To access our Services, you must be registered with Humana or Go365. You will provide true, accurate and complete registration information so that we may activate your account and, if such information changes, you will promptly update the relevant registration information. You agree to notify us immediately at the Humana Privacy Office of any unauthorized use (or attempted unauthorized use) of your account. Please contact us by mail:
   
   Humana Privacy Office
   PO Box 1438
   Louisville, KY 40202
   
   
7. CONFIDENTIALITY.
   Information that may be disclosed to the user through use of our Services including, without limitation, software, documentation, and know-how related to our coaching services are confidential and proprietary to us, our licensors, or both. You agree to maintain such information in strict confidence and use such confidential information only for the purpose for which it was disclosed. You agree not to disclose such confidential information to third parties unless authorized by us to do so.
   
   These restrictions shall not be construed to apply to information which you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you; (ii) becomes publicly known and made generally available to the public through no action or inaction by you; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure as shown by your documents and other competent evidence prior to the time of disclosure.
   
   
8. TERMINATION.
   (A) These Terms and Conditions are effective until terminated by you or us by prior written notice. Upon termination, you must cease your use of the Services. You agree that we shall not be liable to you or any third party for any suspension of your account or for blocking access to the Services.
   
   (B) The provisions of these Terms and Conditions which by their nature should survive the suspension or termination of your account or these Terms and Conditions shall survive including, but not limited to, your confidentiality obligations, We reserve the right to delete any or all data files associated with a user’s Healthy Life Coaching account upon cancellation or termination of the account or termination of these Terms and Conditions.
   
   
9. ENFORCEMENT AND SEVERABILITY.
   Any provision of these Terms and Conditions applies only to the extent such provision is not inconsistent with State and/or Federal law. If a provision is found to be unlawful, inapplicable, or unenforceable, such provision shall be rendered invalid only to the extent of its unlawfulness, inapplicability, or unenforceability. The validity of the remaining provisions shall not be affected, to the extent permitted by law.
   
   
10. INTELLECTUAL PROPERTY.
    The Mobile App and Services including, without limitation, any content or materials that may be made available to you through the Mobile App and Services and all intellectual property rights to the same are owned by us or our licensors. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Mobile App or in connection with our Services are owned by us or our licensors. Except for the limited use rights granted to you in these Terms and Conditions, you shall not acquire any right, title or interest in the Mobile App or our Services. Any rights not expressly granted in these Terms and Conditions are expressly reserved.
    
    
11. DISCLAIMERS.
    THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, HARRIS, ROTHENBERG INTERNATIONAL, INC., AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANIES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, CONTENT PROVIDERS, SERVICE PROVIDERS, VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY, THE “HARRIS, ROTHENBERG INTERNATIONAL, INC. ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES , EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE SERVICES; AND (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY US OR OUR COACHES SHALL CREATE A WARRANTY OF ANY KIND.
    
    
12. INDEMNIFICATION.
    You agree to indemnify and hold harmless the HARRIS, ROTHENBERG INTERNATIONAL, INC. ENTITIES from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or in any way connected with: (i) content provided by you or through use of the Services; (ii) any actual or alleged violation or breach of any of the representations, warranties, or covenants made by you herein. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
    
    
13. AMENDMENT.
    (A) Subject to the limitations of Section 8, we reserve the right at any time and for any reason, to modify or discontinue any aspect or feature of our Services, or to modify these Terms and Conditions.
    
    (B) Subject to Section 5, modifications to these Terms and Conditions will be effective as noted on the Mobile App Your access and use of the Services following any modification of these Terms and Conditions will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms and Conditions, immediately discontinue use of our Services and, if applicable, cancel your account.
    
    (C) If a dispute arises out of or relates to the Services, or these Terms and Conditions or their breach (the “Dispute”), the parties agree that the Terms and Conditions in effect at the time the dispute arose shall apply to the Dispute, including any amendments to the Terms and Conditions posted prior to the dispute arising. No amendments to the Terms and Conditions shall apply to any Dispute as to which we had notice prior to posting the amendment.
    
    
14. THIRD PARTY LINKS.
    Links to other websites are provided for your convenience and reference only. We have no control of these sites, and are not responsible for their content or the products and services offered therein. We do not necessarily endorse and are not responsible for the content, products or services available on these sites. Please be aware when you travel from the Mobile App to another website, whether through links provided or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to determine the privacy policy of these sites before you provide any personal information.
    
    
15. MISCELLANEOUS.
    No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms and Conditions is held to be invalid or unenforceable, 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. These Terms and Conditions (including the Privacy Statement incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. You may not assign these Terms and Conditions or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms and Conditions or any rights hereunder without your consent and without notice. You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on the Mobile App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. These Terms and Conditions shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with the Mobile App, the Services, or these Terms and Conditions shall be brought exclusively in the state and federal courts of New York, New York and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
    
    

2023

For those eligible to participate in Go365 by Humana, the following Terms and Conditions apply: Go365™ (referred to as “The Program”) is a wellness and rewards program offered by Go365, LLC (“Go365”, “we”, “us” and “our”) that encourages a healthy lifestyle and rewards people for taking steps to improve and continue healthy behaviors. Go365 provides wellness support and rewards to help people live healthier lives and reduce healthcare costs.

This website and accompanying wellness services and functionality are meant to be accessed by members residing within the United States only. The services are not available to individuals outside the United States in any manner.

Please read this agreement carefully. It sets forth legally binding terms and conditions for participation in the Program.

By accepting these Terms and Conditions, you acknowledge that you are doing so voluntarily and with the understanding that Go365 is not providing medical advice. You understand that any activities or other information presented to you are not substitutes for a medical professional's evaluation and treatment.

Recommendations or information given by Go365 is for healthy, active individuals without cardiovascular heart disease, risk factors, or other contraindications to exercise. Participation in Go365 may include physical exercise, and other health and fitness activities. These activities may involve risks and may not be appropriate for everyone. Before taking part in any Go365 program activities you should obtain necessary medical advice about participating in the Program from your personal healthcare providers, including a thorough evaluation and review of your present physical condition and guidance regarding which activities are safe and appropriate for you. You acknowledge and understand that regardless of your physical condition while participating in the Program, certain elements of the program may involve risk of injuries or aggravation of preexisting injuries, diseases, or physical conditions. In exchange for the right to participate in the Program, you agree to indemnify, defend (at our option), and hold Go365 and its parent company and each of their respective subsidiaries, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (Program Parties) harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your activities in connection with the Program; (ii) your use of the Program or rewards earned through the Program; (iii) your breach or anticipatory breach of these Terms and Conditions or any other guideline, rule, or terms of service related to or part of the Program; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the website and the Program; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us; or (viii) any other reason (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Go365. We are not responsible for technical, hardware, network connections, or incomplete or delayed computer transmissions, regardless of cause. Under no circumstances will Go365 or the Program Parties be responsible for or liable, together or separately, for any loss or damage of any kind, including personal injury or death, or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to the Program. The foregoing limitation of liability will apply even if any event or circumstance were foreseeable, and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).

You understand this Release, Assumption of Risk and Waiver is a binding contractual agreement. You have read it fully; you hereby acknowledge that you understand it; and you voluntarily accept it.

In some instances, both these Terms and Conditions and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of the Program (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms and Conditions, any promotion we may offer as part of the Program, may also be subject to the Additional Terms, and will also govern participation, and our execution, of each such promotion.

Go365 reserves the right to determine eligibility for participation in or use of the Program.

Information accuracy. You will provide true, accurate, complete information about yourself and your activities in connection with your participation in the Program. You are solely responsible for all activities that occur under the account—whether or not you authorized the activity. You are solely responsible for maintaining and restricting access to your fitness device if you choose to connect it to the Program.

By registering for the Program, you agree that: (i) we may give you notices of important matters by prominently posting notices on the home page of the Program or in another reasonable manner we determine in our sole discretion; and (ii) we may contact you and send you communications by postal mail and e-mail at the addresses you provide to us.

You may modify certain types of mail and communications that you receive from us about the Program by indicating your communication preferences within the account settings section of the website. If you have a question regarding use of the Program, you may contact Customer Support by calling the number on the back of your Humana member ID card.

Go365 has sole discretion in administering the Program and interpreting the Terms and Conditions and Additional Terms. A revised copy of the Terms and Conditions will be posted on the website when any changes occur. Go365 is not responsible for misinterpretation or lack of knowledge of the Terms and Conditions. A process is available for you to resolve any issue or concern regarding the Program, contact Customer Support by calling the number on the back of your Humana member ID card.

We reserve the right, in our sole discretion and without notice or liability, at any time during the duration of this Program, to take actions to administer the Program, including, but not limited to: (i) modify, suspend, cancel, or discontinue the Program, in whole or in part, for any reason, (ii) restrict, suspend or terminate participation of any persons enrolled in the Program (iii) impose limits on, withdraw, modify, suspend or cancel any features, activities, promotions or services, (iv) limit the frequency, duration or number of times an activity may be completed, (iv) adjust or deny the amount of rewards awarded for any activity, (v) and modify or regulate the rewards you may have accrued in the Program.

You agree that Go365 or Program Party will not be liable for any modification, discontinuance or termination from the Program. You further agree to abide by Go365’s final and binding decisions regarding the Program and your participation in it.

Your program data is used, shared and protected as outlined in the Go365 Notice of Privacy Practices and Internet Privacy Statement on the Go365 website.

By participating in the Program with any social media sharing tools or functions made available to you, you understand that your use of such tools or functions is completely voluntary. Further, you understand that if you choose to use the social media sharing tools or functions to share your information on social media you are responsible for the release of your information. Go365 is not responsible for the transmission of the information or use of the information on any website, and Go365 cannot retract or delete the information once it is released. You agree that it is your responsibility to understand social media sharing tools or functions prior to your use and to remove any information you no longer wish to have shared.

Certain Program activities have charges associated with them which may not be funded by Go365.

Program participation will be awarded to the individual member completing the activity. For rules and requirements regarding Go365 participation and earning of rewards, please review the descriptions of each specific activity.

Unless stated otherwise, you must request rewards for certain activities. These requests must be submitted to Go365 within the same program year in which the activity has been completed. All self-reported activities must be submitted to Go365 within 90 days of completing the activity to receive the reward. Go365 will not recognize requests for rewards for activities completed prior to or after the current program year. When indicated, you must use the designated forms and provide all requested documentation of your activities to be recognized as being eligible for rewards. You may need to provide your Humana ID number to earn rewards for certain activities.

You are responsible for ensuring that Program participation and any eligible rewards are credited accurately. If you believe that a Program reward has been earned but not properly credited, you may be required to submit supporting documentation or proof to Go365 to correct the discrepancy. Such requests must be submitted during the current program year, at least 30 days prior to the current Program year end, to allow sufficient time for resolution.

Rewards cannot be earned except in strict compliance with the requirements as established and intended by us, and you shall not attempt to earn rewards or participate in any aspect of the Program by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements.

Program rewards, discounts, or savings are not transferable and may not be combined nor can they be transferred to an estate, successor or assign(s). Rewards have no “real world” or cash value and are not redeemable for cash. Program rewards, discounts, or savings do not constitute property of the individual. You forfeit all rewards, discounts or savings under the Program immediately upon termination from the program regardless of the circumstances of termination.

Rewards cannot be redeemed if you are not enrolled in the Program, nor can they be redeemed after their expiration date regardless of enrollment status. Any change in enrollment status from one Medicare plan (that is, changing to another Medicare plan or leaving your current Medicare plan), will be considered as termination and unredeemed rewards will be forfeited.

Rules specific to rewards redemption are set forth in the applicable sections of this document, on the website and within the Mall Terms of Use. Violation of these may result in forfeiture of rewards and/or termination from the Go365 program.

All rewards expire at the end of the year. Any rewards earned during the current year must be redeemed on or before 12/31 or they will be forfeited. Rewards cannot be redeemed after their expiration under any circumstances.

Redemption of Rewards. The total amount of rewards that can be used to redeem for a gift card or e-gift code from the Mall at any given time, is the total amount of rewards available in the account at the time of redemption. After a gift card or e-gift code has been ordered from the Mall, the order is final and the appropriate amount of rewards will be deducted immediately from the account. See the Go365 by Humana, Mall Terms of Use for more details.

Gift cards or e-gift codes may not be returned for any reason except if the gift card is damaged or defective, where the return should be initiated no more than two (2) weeks from when the gift card is shipped in which case the gift card will be replaced with the same or like gift card.

Gift cards or gift codes with limited availability. At times, gift cards or e-gift codes available in the Go365 Mall may be available in limited quantities, or for a limited time, and will be noted as such. Once the total available number of such cards or codes has been claimed, or once the limited time to redeem such a gift card or code has expired, it will be removed from the Go365 Mall. If you redeem for a gift card or code and we determine that it is unavailable, out of stock, or for whatever reason cannot be provided to you, we will “refund” the amount that you used to redeem for the gift card or code.

Rewards pricing. Gift card and code denominations, discounts and Mall item availability are subject to change without notice or liability at the discretion of Go365.

Other terms applicable to gift cards and codes. The Program Mall gift card merchants are independent contractors and not agents or employees of Go365. Go365 and Program Parties hereby disclaims any liability, whether based on contract, tort, strict liability or otherwise, including without limitation liability for any direct, punitive, special, consequential, incidental or indirect damages, in connection with the goods or services provided by any gift card or e-gift code merchant through the website, including without limitation liability for any act, error, omission, injury, loss, accident, delay or irregularity which may be incurred through the fault, negligence or otherwise, of such reward redemption merchant and you hereby release Go365 And Program Parties from any liability with respect to the same.

Termination/suspension. Any suspension or termination will not affect your obligations to us under these Terms and Conditions, Additional Terms or any other requirements of the Program. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and Conditions and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms and Conditions, as well as any indemnities, releases, disclaimers, and limitations on liability.

Severability. If any provision of these Terms and Conditions, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions, or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

Investigations. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of website’s security or information technology, or other systems or networks; (ii) investigate any suspected breaches of these Terms and Conditions or other requirements of the Program; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters.

Assignment. We may assign our rights and obligations under these Terms and Conditions, or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and Conditions, and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Go365.

No waiver. Except as expressly set forth in these Terms and Conditions, or any Additional Terms, (i) no failure or delay by you or us in exercising any rights, powers, or remedies will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms and Conditions, or any Additional Terms, will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service providers, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.

2023