The S2H Rewards Program (the "Rewards Program") is the rewards and loyalty program of Switch2Health Corp, (herein "S2H") that is utilized to increase physical activity rates and to promote certain consumer activities both offline and online through the distribution of S2H Points (as defined below). The Rewards Program is accessible to Registered Participants (as defined below) via the Site. The Rewards Program is offered by S2H in conjunction with certain S2H Reward Partners (as defined below) which may include municipalities, health companies, manufacturers, retailers, and other third parties. When an individual enrolls in the Rewards Program by any means, directly with S2H or via any S2H Partner, such individual will be deemed to have acknowledged and agreed to these Terms and Conditions (as may be updated by S2H from time to time). These Terms and Conditions govern both the Rewards Program and the use by Registered Participants of the portions of the Site accessible only to Registered Participants. This document was last updated on July 13, 2010.

1. "Account" means a record kept by S2H of the Registered Participant's accrued balance of S2H Points as well as account credits and debits by the Participant and any all data about the account that may be collected from the user or from third-parties. Each Account will have a unique ID assigned by S2H.

2. "Good Standing" means the Participant (i) has registered, and accepted these Terms and Conditions, in the Rewards Program, (ii) has not terminated his/her participation in the Rewards Program, (iii) has not been determined by S2H to have engaged in any practices deliberately conducted in an attempt to accrue and/or redeem S2H Points in any way that is not consistent with the rules or intent of the Rewards Program, (iv) has either earned or redeemed Points in the previous twelve (12) months, and (v) is not in default under these Terms and Conditions.

3. "Registered Participant" means an individual who has registered in the Rewards Program.

4. "S2H Points" represent a point value awarded to the Account, for Qualifying Activity and other Reward Earning Transactions, which may be redeemed by a Registered Participant for Rewards so long as the Registered Participant is in Good Standing. S2H Points are, at all times, the property of S2H.

5. "Qualifying Activity and Reward Earning Transaction" means engaging in any specific actions offered by S2H as a reward earning opportunity for which the participant receives S2H Points.

6. "Reward(s)" are issued by S2H's Reward Partners and may be tendered to Registered Participant in the form of electronic promotion codes, offline reward mailers, goods, services or they may be transmitted through a combination of these means or in gift certificate format by the Partner or by S2H. Registered Participants may receive Rewards redeeming S2H Points as per the terms and conditions described at the S2H website for each Reward Partner.

7. "Reward Partners" are entities and individuals that provide and/or honor Rewards. The list of participating Reward Partners is subject to change at any time, and specific Rewards are not guaranteed to be available at all times. Reward Partners are not agents, employees, contractors, or subcontractors of S2H and the Rewards offered are subject to change from time to time at the discretion of the Reward Partner and/or S2H. Participation by any Reward Partner should not be taken as an endorsement, either express or implied, of the Rewards Partner or its products or services.

1. To register for the S2H Rewards Programs, an individual must enroll by visiting this Site and following the instructions for activating an Account when receiving an e-mail with specific instructions to activate your Account.

2. Eligibility to accrue additional S2H Points is restricted to Accounts in Good Standing. If the Account ceases to be in Good Standing (other than as a result of the Participant voluntarily terminating participation in the Activity program), the Registered Participant has twelve (12) months from the date that the Account ceased to be in Good Standing to redeem Rewards Points, after which the Rewards Points will terminate and the Registered Participant will forfeit all accrued S2H Points.

3. Qualifying Activity may include physical activity from different devices. Each uploaded reward code from the S2H REPLAY (the watch that rewards physical activity) adds sixty (60) points to the Account of the Registered Participant, limited to one (1) upload per day. Points may also be accrued by completing surveys, referring new Registered Participants and from fitness recorded on other devices eg mobile applications.

4. Valid S2H Points may be used by Registered Participants for various redemption options that may be made available by S2H. Qualification for a given redemption option is subject to specific conditions that are set in the sole discretion of S2H. Such conditions may be adjusted by S2H at any time.

5. S2H Points can be redeemed for Rewards as discussed in the next section of these Terms and Conditions. Alternatively, S2H may permit the Registered Participant to contribute accrued S2H Points to specified charitable organizations or to transfer S2H Points to other Accounts. Details for any such contribution or transfer programs are available at the S2H website at www.s2h.com. Please note the contribution of Points to a charitable organization is not tax deductible.

6. S2H Points do not constitute property of the Registered Participant; are not transferable; cannot be combined with S2H Points from another Account unless specifically made available to a Registered Participant under certain conditions that are set by S2H; are not redeemable for cash or any other form of currency or credit; and have no fixed or ascertainable cash value.

1. Provided that the Account is in Good Standing, the Registered Participant may redeem S2H Points for Rewards through the Site. To access information about a particular Account and/or redeem S2H Points, the Registered Participant must access the Account via the Site using the password and email address provided by the Registered Participant. For purposes of redemption of S2H Points, S2H will consider any person who possesses the information necessary to access Account information to be an authorized member of the Registered Participant.

2. Rewards (and, if applicable, their use) are subject to (i) availability, (ii) terms and conditions specified by the Reward Partners and/or as listed on the actual Rewards, including expiration dates, and (iii) may be subject to change at any time.

3. S2H shall determine the total number of S2H Points that each Registered Participant must redeem to obtain a Reward. Some offers may be a onetime offer per Registered Participant. Offers vary from time to time and availability may be highly limited.

4. Reward Partners or S2H may, in their sole discretion, choose to offer Rewards to select groups or individual Registered Participants. There may be instances where a Registered Participant is asked for certain information in order to redeem a reward with a certain Reward Partner. If a Registered Participant declines to answer a request for such information, it may forfeit its ability to receive a particular reward.

5. In the event a Rewards Partner refuses to honor a Reward for any reason other than suspicion of theft or fraud, S2H's sole obligation will be to credit the Account of the Registered Participant for the number of S2H Points that were to be redeemed for the Reward. In the event of theft, repeated loss or fraud, no credit shall be given to an Account and S2H reserves the right to contact appropriate law enforcement authorities.

6. S2H and S2H's Partners are not responsible for replacing lost, stolen, or expired Rewards but may do so in its or their sole discretion.

7. Except as expressly stated in these Terms and Conditions, Rewards cannot be returned, exchanged, refunded or replaced by cash, S2H Points or other Rewards.

8. S2H is not responsible for replacement of Rewards that are not received due to failure to provide accurate delivery information, including address and full name. If a Registered Participant desires to have S2H re-send rewards returned to S2H as undeliverable, an administrative charges and delivery fees may apply at the discretion of S2H.

9. Registered Participants must promptly notify S2H of (a) any discrepancy in the Rewards; or (b) non-receipt of Rewards shipment. Upon receipt of such notification, S2H will investigate, and may, if appropriate (i) correct such discrepancies; or (ii) replace any non-received Reward, provided that the Registered Participant submits a properly completed Affidavit of Lost Shipment within thirty (30) days of the shipment date (if requested by S2H). If S2H does not receive such notification or such Affidavit within thirty (30) days, the shipment will be deemed to be satisfactory and accepted by the Registered Participant.

In the event a product or service is listed at an incorrect price or with incorrect information, S2H shall have the right to refuse or cancel any orders placed for that product(s) or service(s) listed at the incorrect price. S2H shall have the right to refuse or cancel any such orders or requests whether or not they have been confirmed and your credit card has been charged or other payment has been accepted.

S2H makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal in certain countries or for certain persons. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable Content. Your personal information ("Information") that is submitted to this Site will be handled in accordance with applicable U.S. law. If you are a non-U.S. user, you agree that S2H may collect and use your Information and disclose it to other entities outside your resident jurisdiction. In addition, such Information may be stored on servers located outside your resident jurisdiction. U.S. law may not provide the degree of protection for Information that is available in other countries. By providing us with your Information, you acknowledge that you consent to the transfer of such Information outside your resident jurisdiction as detailed in our Privacy Policy. If you do not consent to such transfer, you may not use this Site. If you have already provided us with Information, please contact us at info@s2h.com and let us know how you would like us to handle such Information.

You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account, including any content (e.g., text, pictures, profile information) you submit or communicate to S2H or others (including other Registered Participants) or upload to the Site (collectively, "Registered Participant Content"). In using the Site, you may be exposed to content submitted, communicated or uploaded by others (including other Registered Participants) (collectively, "Other Content"). You hereby acknowledge that such content may be offensive, indecent, inaccurate, objectionable, violate applicable law or otherwise be inappropriate. S2H does not endorse any such content and takes no responsibility for such content. S2H does not undertake any obligation whatsoever to review, monitor or police any Registered Participant Content or Other Content. Nevertheless, we reserve the right to do so, including the right to investigate possible violations of these Terms and Conditions, and to block Registered Participants from the Site and refer matters to law enforcement authorities for further investigation. By submitting, communicating or uploading Registered Participant Content, you grant S2H and its licensees the irrevocable right to use such content (including modifications to such Content) for any purpose and in any media, except that S2H will treat any such content that is PII in accordance with the Privacy Statement. In addition, you grant other Registered Participants and the users of any other media in which the Registered Participant Content may appear the irrevocable right to access such content in connection with their use of the Site and such other media. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Registered Participant Content. You assume all risks associated with use of Registered Participant Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure by you of information in such content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of any Registered Participant Content submitted, communicated or uploaded by you or on your behalf. You may not state or imply that such content is in any way sponsored or endorsed by S2H. Because you alone are responsible for Registered Participant Content submitted, communicated or uploaded by you or on your behalf, you may expose yourself to liability if, for example, such content violates a third party's rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. S2H may or may not use Registered Participant Content in its sole discretion. For example, we may choose not to publish, or if published on the Site, to remove, Registered Participant Content if we believe it violates these Terms and Conditions. We have no obligation to retain or provide you with copies of Registered Participant Content, nor do we guarantee any confidentiality with respect to such Content except that S2H will treat any content that is PII in accordance with the Privacy Statement. S2H and its licensees may display advertisements and other information adjacent to or included with Registered Participant Content on the Site and other media. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

This Site, and materials on the Site, including, but not limited to, images, illustrations, posts, audio clips, and video clips (the “Materials”) are the property of S2H and its affiliates and licensors and are protected from unauthorized copying and dissemination by copyrights that are owned or licensed by S2H and by copyright law, trademark law, international conventions and other intellectual property laws. By way of example, and not as a limitation, “Switch2Health” is a registered trademark under the applicable laws of the United States and other countries. All other logos or product names are trademarks or registered trademarks of their respective owners. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Materials from www.S2H.com, any bulletin board, or any other web site owned or operated by S2H without the prior written permission of S2H. However, you may download or make one copy of the Materials, and other downloadable items displayed on the Site, for personal, non-commercial home use only, provided all copyright and other notices contained in the Materials are left intact. Any modification of the Materials, or any portion thereof, or use of the Materials for any other purpose constitute an infringement of S2H's copyrights and other proprietary rights. Use of these Materials on any other web site or other networked computer environment is prohibited without prior written permission from S2H.

Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any information displayed on this Site, throughout the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of S2H or such third party that may own the trademark or copyright of information displayed on this Site.

The trademarks, logos, and service marks (collectively, the “Trademarks”) displayed on the Site are owned by S2H or third parties. Any use of such Trademarks without S2H’s express written permission is prohibited.

S2H has business relationships with numerous participants in the S2H service, as well as suppliers and others. For convenience and simplicity, words like venture, joint venture, partnership, co-venturer, and partner are used to indicate business relationships involving common activities and interests, and those words may not indicate precise legal relationships.

S2H is not responsible for the content of any site that may be linked to or from www.S2H.com, or any bulletin board associated with S2H. These links are provided for your convenience only and you access them at your own risk. Any other web site accessed from this Site is independent from S2H, and S2H has no control over the content of that other web site. In addition, a link to any other web sites does not imply that S2H endorses or accepts any responsibility for the content or use of such other web site.

In no event shall any reference to any third party or third party product or service be construed as an approval, guarantee or endorsement by S2H of that third party or of any product or service provided by a third party.

You agree that you will not:

• use the Site to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with anyone else's use of the Site;
• use the Site to transmit or post spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
• use the Site for promotional or commercial purposes;
• use the Site for keyword spamming or to otherwise attempt to manipulate search results;
• use the Site to promote bigotry or discrimination against protected classes;
• use the Site to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• use the Site to transmit or post prohibited content. Prohibited content includes content that: (i) contains pornography, nudity, or sexually suggestive text or images; (ii) promotes racism, bigotry or hatred; (iii) harasses or promotes the harassment of another person; (iv) depicts or promotes violence; (v) solicits personal information from anyone under 18 years of age; (vi) violates the privacy or security of another person; (vii) violates the copyrights, trademark rights or other intellectual property rights of another person; (viii) constitutes or promotes illegal activity, including defamation, libel or obscenity; (ix) constitutes junk mail, chain letters, spam, advertisements, or unsolicited commercial mailings; (x) includes images of another person that you have uploaded without that person's consent;
• use the Site in violation of any applicable law;
• modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or the content of others (including of other Registered Participants);
• reverse engineer any portion of the Site, except as may be permitted under the law;
• remove or modify any copyright, trademark or other proprietary rights notice on the Site or on any materials printed or copied off of the Site;
• reverse engineer any portion of the Site, except as may be permitted under the law;
• use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Site content;
• reformat or frame any portion of the Site;
• take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure;
• attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; use the Site or any Site content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; make excessive traffic demands; use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site content; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site content, or features that enforce limitations on the use of the Site.

1. S2H's collection, use, sharing and protection of information about the Registered Participant is subject to and governed by the terms of S2H's Privacy Policy, which is available on the S2H website at www.s2h.com.

2. The S2H Rewards Programs and these Terms and Conditions shall be governed and construed in accordance with federal law and, the laws of the State of Delaware. Any action or proceeding brought to adjudicate any dispute arising hereunder shall be brought in the state or federal courts of the , State of New Jersey.

3. S2H will be responsible utilizing commercially reasonable effort in accurately accounting for accrual and redemption of S2H Points. Without limiting the foregoing: S2H reserves the right to (a) audit the Account at any time for compliance with these Terms and Conditions, without notice to the Participant, and (b) to change accrued S2H Points totals without notification if such audit reveals errors, inaccuracies or miscalculations. If the Registered Participant becomes aware of any discrepancy in their S2H Points balances, accruals, redemptions or calculations, the Registered Participant must notify S2H promptly, but in no event more than thirty (30) days after the account balance of a transaction changes occurs. Otherwise, S2H Points calculations will be deemed accurate and the Participant waives any claim for future adjustment or adjudication.

4. The Registered Participant is responsible for any fees, taxes and charges for any personal or corporate State, Federal or Provincial tax liability(ies), if any, related to their participation in any of the Programs.

5. All interpretations of these Terms and Conditions as well as any other rules and terms of the Programs provided are done in the sole discretion of S2H.

6. S2H may modify, delete from, or terminate these Terms and Conditions, the Programs, the Programs' rules, processes, regulations, Reward Partners, and Rewards, and special offers at any time, with or without notice. S2H may: (i) change the amount of S2H Points in any Account; (ii) change the number of S2H Points required to redeem a Reward; (iii) impose caps and/or fees on S2H Points earnings and/or on the redemption of Points; (iv) change the list of Rewards available or the number of S2H Points required to obtain a Reward; or (v) cancel any of the Programs without notice. Your continued use of the Site after any posted modification to these Terms and Conditions indicates your acceptance of the modification.

7. Any loss, damage, or delay in, or failure of, performance by S2H shall not constitute a default under any of the Programs or give rise to any claim for any damages, except for damages that by applicable law cannot be disclaimed.

8. These Terms and Conditions shall be severable such that the invalidity or unenforceability of any portion or provision of the Terms and Conditions shall in no way affect the validity or enforceability of any other portion or provision. The balance of these Terms and Conditions shall be construed and enforced as if it did not contain such invalid or unenforceable portion or provision.

9. At anytime without prior notice, S2H reserves the right in its sole discretion to change the name of its currency from S2H Points or to add additional currencies to the Programs. S2H also reserves the right to determine the value of the any new currency as compared to S2H Points (conversion rate). All current S2H Points acquired by households would automatically be converted to this new currency.

10. These Terms and Conditions contain the entire agreement between you and S2H regarding the use of the Site, and supersede any prior agreement between you and S2H on such subject matter.

11. The failure of S2H to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. 12. The Site may include links to other websites (each, a "Third Party Site"). S2H does not control or endorse any Third Party Site, and you agree that S2H is not responsible for the availability or contents of such Third Party Sites.

13. The Site will be unavailable from time to time, whether for maintenance or other reasons. S2H does not assume any responsibility for any error, omission, interruption, deletion, delay, communications line failure, theft, destruction or unauthorized access to any portion of the Site.

14. S2H reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

It is our policy to respond appropriately to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), including by removing or disabling access to material claimed to be the subject of infringing activity. You should send any claims or notices of infringement relating to the Site or any of its contents to S2H's designated DMCA agent.Such claim should contain all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Please do not send any other correspondence or inquiries to our DMCA agent; he will only respond to DMCA notices and inquiries.

NO STATEMENT, WHETHER ORAL OR WRITTEN, PROVIDED TO A REGISTERED PARTICIPANT BY S2H, ITS EMPLOYEES, AGENTS OR PARTNERS SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY MADE HEREIN. WITHOUT LIMITING THE FOREGOING, S2H MAKES NO REPRESENTATION OR WARRANTY WITH REGARD TO THIS SITE OR ANY REWARDS, PRODUCTS OR SERVICES OBTAINED THROUGH THE PROGRAMS OR FROM ANY REWARD PARTNER AND/OR PROVIDER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT ANY SUCH PRODUCT OR SERVICE WILL MEET THE REGISTERED PARTICIPANT'S REQUIREMENTS, THAT ANY SUCH PRODUCT OR SERVICE WILL BE TIMELY, FREE OF ERRORS OR WITHOUT DEFECTS, OR PROVIDED ON AN UNINTERRUPTED BASIS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. S2H does not assume responsibility or liability for injury caused by the actions, products, or services of any Rewards Partner, and will not be liable or responsible for those performances, guarantees, warranties and representations, if any, offered by the US Postal Service, any third party service provider, or any Rewards Partner. S2H is not responsible for any injury or damage a Registered Participant, or any other person may incur as a result of participation in the Programs.S2H is not responsible if a Registered Participant defaces damages or otherwise renders unsuitable for redemption of a Rewards gift certificate or merchandise. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL S2H BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAMS OR ANY SUCH OTHER PRODUCTS OR SERVICES, EVEN IF S2H HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If S2H is held liable for any damages related to the Programs, the Participant's sole and exclusive remedy will be limited to providing appropriate credit in S2H Points to a Registered Participant's Account. If any part of these Terms and Conditions is found to be unenforceable, the remaining portions of this Agreement will remain in full force and effect.

If you have any questions about this Privacy Policy or our website, please contact us at info@s2h.com or write us at: Switch2Health Corp, 675 US Highway One, North Brunswick NJ 08902. USA