Membership Agreement

Last Updated: November 4, 2021

The Virgin Pulse program is a voluntary wellness program that encourages healthy lifestyle changes (the “Program”). The Program may include an enrollment window, a challenge window, and a post-challenge window, typically lasting a few months. The Program is paid for by your employer, your spouse’s employer or another organization interested in your health and wellbeing (the “Program Sponsor”) and operated by Virgin Pulse, Inc., a corporation organized under the laws of the State of Delaware, headquartered at 75 Fountain Street, Providence, Rhode Island, 02902 (“Virgin Pulse”). The Program includes services we deliver through our website and our mobile application.

This Membership Agreement (the “Agreement”) addresses the terms for becoming and being a “Member” of our Program and initiating your “Membership.” Please carefully read through this Agreement. To join the Program and enjoy the Virgin Pulse services and Program benefits you must create an account. By creating an account and checking the “I Agree” box you agree to all the provisions contained in this Agreement.

Any rights not expressly granted to you by this Agreement are reserved by Virgin Pulse. If any provision of this Agreement is found to be unenforceable, all other provisions will remain unaffected. All provisions of this Agreement that relate to ownership of intellectual property, disclaimers, liability and restrictions on access and use of the Virgin Pulse platform will remain unaffected by the expiration or termination of this Agreement.

What must I do to use the Program?

In exchange for us providing you access to the Program; you agree to comply with the terms of this Membership Agreement and applicable law. Your rights and obligations as a Member are governed by this Agreement. By creating an account and becoming a Member you confirm that you are at least 18 years old, and you promise to abide by the terms of this Agreement. If you are 16 or 17 years old, your Sponsor may permit you to participate under the supervision of a parent, legal guardian, or other responsible adult. Please contact us to confirm your eligibility and to get a copy of our Parental Consent form.

What are my obligations regarding my honesty, accuracy and conduct?

You agree to be honest and truthful in how you participate in the Program. You agree not to impersonate another member, including your spouse, or to allow anyone else to participate in the Program using your credentials. You agree that all the information you provide us with will be true, accurate and complete to the best of your knowledge, and you will continue to update this information on your Member profile as it changes. You agree that you will utilize the Program for its intended purpose and not modify or falsify your activity and fitness information or biometric and health information. You are fully and solely responsible for all activity on your account, including any inaccuracies in the information you share. We reserve the right to periodically review your activity information to safeguard against Program abnormalities and Program abuse. You agree to be respectful, non-discriminatory and non-abusive in all your interactions with the Program, including with fellow Members and our employees. If your activity information indicates there may be an abnormality or Program abuse, and we review and reasonably determine such abnormal or abusive action occurred, we reserve the right to take any and all corrective action, including but not limited to (i) sharing your activity information with your Program Sponsor and/or (ii) making adjustments, suspending or terminating your account.

Will I have to pay to access the Program?

Program fees are paid by your Program Sponsor. We do not require any credit card information to join or participate in the Program. If anyone contacts you claiming to be Virgin Pulse and asking for your credit card number or other payment information, please contact us at your earliest convenience.

How long is this Agreement valid?

This Agreement becomes enforceable once you accept its terms and remains in effect until it is terminated when your account is cancelled.

How can my account be cancelled?

Your account will automatically terminate at the end of the Program. If your Sponsor offers another Program after the current Program terminates, you will need to create a new account to participate in the new Program.

You can cancel your account, and terminate this Agreement, for any reason at any time, by submitting an account cancellation request through our Member Services team or by selecting the “Delete My Data” option of the Data Request function in your profile through our website or our mobile application.

Your Program Sponsor may terminate your Membership or the Program for any reason at any time, which will result in cancellation of your account.

We reserve the right to review and assess your conduct and compliance with the terms of this Agreement. If we reasonably believe you violate any of the terms of this Agreement, we reserve the right to take actions including but not limited to notifying your Program sponsor and/or adjusting, suspending or terminating your account. If your conduct rises to the level of an illegal act, such as theft or fraud, we may engage law enforcement authorities and cooperate with their investigation. We may also share evidence of any misconduct with your Program Sponsor, who may instruct us to take additional actions, or they may take additional actions on their own as they deem fit.

What happens when an account is cancelled?

If your account is cancelled, we will notify you that your Membership and this Agreement will terminate after the cancellation process has started. After the cancellation process is completed, you will no longer be able to participate in the Program or access any of the Program services.

What steps should I take to protect my account?

You agree that you will not knowingly allow any third parties to access your account or to impersonate you to access any part of the Program. You agree to keep your username and password confidential, and you will not share your username and password with third parties, as they can be used to access your account.

If you use a shared computer or a computer in a public place to access the web-based platform, it is advisable that you close your browser when you complete a session, to help ensure others do not access your personal information.

If you know or believe your account or login information may have been compromised, please contact us immediately.

What are my rights to access and use the web-based platform and mobile application?

The web-based platform and mobile application (including any and all content, material, page headers, custom graphics, button icons, and scripts and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through the Website) is the property of Virgin Pulse or its respective owners, as the case may be, and is protected by U.S., Canadian and international copyright, trademark and other laws. Your use of the web-based platform or mobile application does not transfer to you any ownership or other rights in the web-based platform and the mobile application or their content. You may use the web-based platform, the mobile application and our other services only in the manner described expressly in this Agreement and subject to all applicable laws. Using the web-based platform and mobile application for any other purpose or in any other manner is strictly prohibited.

We are subject to U.S. and international laws and regulations, including but not limited to export controls and economic trade sanctions laws. Your use of the web-based platform or mobile application is strictly conditioned on your (i) not being located in any jurisdiction subject to embargo by the U.S. government, any government in the European Economic Area (EEA), or by the United Nations (UN), and (ii) not being listed on any list of persons blocked or sanctioned by the U.S., the EEA or the UN. By participating in the Program, you represent to us that you are not prohibited under applicable international laws from receiving such services. Should we discover that you are prohibited from using the Program pursuant to international export controls, economic trade sanctions laws or other laws applicable to us, we reserve the right to immediately terminate your access to such services without notice or liability. We are under no obligation to apply for or obtain any license to provide you with access to the Program.

Virgin Pulse hereby grants you a personal, limited, revocable, non-transferrable, non-assignable and non-exclusive license to access, read and print the content of the web-based platform and the mobile application for your personal, non-commercial, and not-for-profit use only. You may not modify any of the pages, nor remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The web-based platform and the mobile application, as well as their content may not be copied, imitated, reverse engineered, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without our express prior written consent. You may not use any of the software that is used in the operation or provision of the web-based platform and mobile application except while you are using them in accordance with this Agreement.

Are the trademarks on the web-based platform and mobile application protected?

Yes, VIRGIN PULSE and other marks and logos appearing on the web-based platform, mobile application and other websites are registered and unregistered trademarks, or trade names owned by Virgin Enterprises Limited and used under license (collectively “Marks”). Other product and company names and logos may be registered or unregistered tradenames or trademarks of their respective owners. Any use of the tradenames, trademarks, and logos displayed on the web-based platform and mobile application, or any word, term, name or symbol that is likely to cause confusion with respect to your connection or association with us or suggesting our approval or sponsorship is strictly prohibited. Nothing appearing on the web-based platform or mobile application, or elsewhere, shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the web-based platform or mobile application.

Are there rules of conduct for communicating with others in the Program?

The Program includes a variety of ways that you may be able to communicate with other Members and member support. Programs may include group chats, team communications, shout outs, blogs and other similar communication channels (“Communication Channels”). Whenever you communicate using any Communication Channels you agree to follow these engagement rules:

1. Respect other Members and avoid posting comments which are offensive to others. Material that is deemed as defamatory, discriminatory, racist, sexist or otherwise offensive is not welcome.
2. Avoid posting comments or stories that may be considered ‘spam’, including overly repetitive messages.
3. Only post content relevant to the spirit of the Program. We believe in freedom of expression, but you should be responsible and mature in your participation.
4. Keep in mind that posting any of the following types of comments is strictly prohibited and may be grounds for termination of your Membership and may be reported to your Program Sponsor, depending on the gravity of the circumstances:
   1. comments that threaten, harass or bully another person;
   2. personal or confidential information of anyone other than yourself;
   3. sharing another Member’s personal information;
   4. links that might be considered spam;
   5. nudity, pornography or profanity;
   6. misleading information;
   7. deceptive conduct;
   8. comments that encourage or incite violence; and
   9. any content to which you do not own the intellectual property rights.

We are under no obligation to monitor or administer the Communication Channels features, however, we retain the right to delete any posts or comments that do not meet the above criteria, and take further action, as we deem necessary, to prevent future incidents. Please notify us if you think that another Member has violated these rules.

What precautions should I take to participate in the Virgin Pulse Program?

ALWAYS CONSULT WITH YOUR PHYSICIAN BEFORE STARTING ANY EXERCISE PROGRAM. By enrolling and participating in the Program you certify that you are healthy and that your physical condition allows you to perform moderate to intense exercise. If you experience any physical symptoms such as abnormal or sudden blood pressure changes, fainting, dizziness, or irregular heartbeat or any other physical symptoms which seem abnormal to you while participating in the Program, stop exercising immediately and consult your doctor without delay. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE LEARNED THROUGH YOUR PARTICIPATION IN THE PROGRAM.

Does Virgin Pulse provide medical advice?

No. WE DO NOT DIRECTLY PROVIDE MEDICAL ADVICE. The information we provide is for educational and informational purposes only and should not be considered medical advice, diagnosis or treatment. If you have any healthcare-related questions, please call or see your physician or other qualified health care provider without delay. We shall not be liable for any diagnostic or treatment decision made by you in reliance on any information provided by us through the Program. Should any unexpected medical event occur while you are participating in the Program, please seek medical advice, diagnosis or treatment without delay. Your reliance on any information made available through your participation in the Program is solely at your own risk.

Does Virgin Pulse provide financial advice?

No. WE DO NOT PROVIDE FINANCIAL ADVICE. Though there may be general information provided on financial topics as part of the Program, the information provided is not intended as advice for your particular financial circumstances. Everyone’s financial situation is different, and it is important that you consult with your own financial, tax and/or legal professionals before you take action.

What should I do if I am not able to participate in all aspects of the Program?

If you have a disability, whether temporary or permanent, that limits your participation in the Program, or if you have a medical condition that makes it unreasonably difficult (or medically inadvisable to attempt) to participate, you are still able to take part in the Program. Please contact Virgin Pulse Member Services to find out about alternative ways for you to participate in the Program, consistent with the Americans with Disabilities Act (ADA) and other applicable laws.

How are Program errors and problems diagnosed and managed?

From time to time, you may encounter a technical or other problem. In order to review and resolve these errors, we may need to access your Member account. You agree to make your Member account details available to us to allow us to diagnose and resolve the problem. Information about how to contact us is available here: https://virginpulse.zendesk.com/hc/en-us.

What is Virgin Pulse’s liability?

Our liability may vary based on your country of residence. Subject to the exceptions below, you agree that in no event shall we be liable to you for any business losses and any liability we may incur for losses you suffer arising from this Agreement shall not exceed $100 (USD) and is strictly limited to losses that were reasonably foreseeable.

You agree we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control.

US and Canadian Residents

Other than as expressly set out in this Agreement, Virgin Pulse does not make any specific promises about the Program, the services or goods made available to you. The Program, as well as all services and goods under this Agreement are provided “AS IS” and “WITH ALL FAULTS.” To the extent permitted by law, we expressly disclaims all warranties and conditions with respect to all equipment, software, goods and services, either express or implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

UK Residents

If you live in the United Kingdom, nothing in this Agreement shall limit or exclude our liability to you:

1. a) for death or personal injury caused by negligence;
2. b) for fraudulent misrepresentation;
3. c) for breach of any obligations implied by section 12 of the United Kingdom’s Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
4. d) under Part I of the United Kingdom’s Consumer Protection Act 1987; or
5. e) for any other liability that may not, by law, be limited or excluded.

German Residents

Our liability for damages arising out of death or personal injury due to actions of a Virgin Pulse legal representative or designated agent (“Erfüllungsgehilfe”) is unlimited. Our liability for damages arising from the lack of a guaranteed characteristic, or from gross negligence, willful misconduct or fraud by a Virgin Pulse legal representative or designated agent is unlimited. Except in the cases outlined above, in the event of a slightly negligent breach of a contractual core duty we shall only be liable to the amount of the typically foreseeable damage. Contractual core duties are duties necessary for proper fulfillment of the contract, on which a party may reasonably rely on. Liability pursuant to the German Product Liability Act remains unaffected. Insofar as German residents are affected, our sole liability and your sole remedy shall be pursuant to this clause.

What is the applicable law and venue under this Agreement?

Except where prohibited by local law, this Agreement is governed by and interpreted and enforced in accordance with the laws of Rhode Island. Any dispute between you and Virgin Pulse is subject to the exclusive jurisdiction of the federal and state courts in Rhode Island, other than for actions to enforce any order or judgment entered by such courts.

If you are not a resident of the USA, and if required by local law, you may bring an action against us in the local courts of your place of domicile and nothing in this Agreement is intended to limit your rights to do so.

What laws does Virgin Pulse comply with?

We comply with any applicable laws and regulations based on the geographical location you select. You are asked to input your country and, if applicable state, of residence during enrollment. Please keep in mind that we do not independently track geographical location and we are unable to verify that information. Any discrepancy between your true residence and the information disclosed to us, and how that may affect the functionality of the platform, remains your responsibility.

Is the Membership Agreement binding on me?

When you create an account, you agree to transact electronically through the web-based platform and mobile application. You agree that your selection of an item, button, icon or other similar action, constitutes your signature as if actually signed by you in writing. By creating your account, you agree to be bound by the terms of this Agreement. We may update the terms of this Agreement from time to time. If we update these terms, you will be notified and required to review and accept these terms prior to being able to access the Program.

Which Translation of the Virgin Pulse Membership Agreement is the Official Version?

Please note that any translation of this Agreement is intended solely to facilitate your access to this information. The English version is the only official version of this Agreement, and any translation inaccuracies or discrepancies are not binding and have no legal effect for compliance or enforcement purposes.

How can I contact Virgin Pulse?

If you have any questions, comments or concerns, about this Agreement, or your rights and obligations under this Agreement, you may contact us via email at support@virginpulse.com or via the “Contact Us” section of the Virgin Pulse web-based platform and mobile application.

Alternatively, you can contact us by writing to:

Virgin Pulse, Inc.

Attn: Legal

75 Fountain Street

Providence, Rhode Island 02902

United States.