1. Introduction

The eDiets.com, Inc. ("eDiets.com") Refer-A-Friend Program ("Refer-a-Friend Program") is intended to help develop a community of members devoted to obtaining and maintaining a healthy lifestyle. Through the Refer-a-Friend Program, eDiets.com Diet Plan, Meal Delivery Plan, Fitness Plan or Recipe Club (defined below) members may refer a friend or family member to sign up for an eDiets.com Program (defined below).

2. Definitions

2.1 "Diet Plan" means any eDiets.com paid subscription-based diet plan, including but not limited to eDiets.com Weight Loss Plan, GI Diet, New Mediterranean Diet, Bill Phillips Eating for Life, Low-Fat Plan, Living with Diabetes Plan, Heart Smart Plan, Low-Sodium Plan, Cholesterol Lowering Plan, High-Fiber Plan, Healthy Soy Plan, Vegetarian Plan, Lactose-Free Plan.

2.2 "Meal Delivery Plan" means any eDiets.com home meal delivery program, including but not limited to eDiets Fresh Prepared Meal Delivery Plan.

2.3 "Fitness Plan" means any eDiets.com paid, subscription-based fitness program, including but not limited to, the eDiets fitness plan.

2.4 "Recipe Club" means eDiets.com's paid, subscription-based recipe program with recipes and interactive tools for planning menus.

2.5 "eDiets.com Program" means any eDiets.com paid, subscription-based program, including Diet Plans, Meal Delivery Plan, Fitness Plans, the Recipe Club.

3. Eligibility Requirements

In order to be eligible for the Refer-a-Friend Program, you must be at least 18 years old, a U.S. resident, and a current member of an eDiets.com Program, at the time of referral. In addition, the following persons may not participate in the Refer-a-Friend Program:

• Participating sponsors;
• Users who have violated eDiets.com's Member Agreement and/or Refer-a-Friend Program Terms and Conditions; and
• Non-current, expired, or canceled eDiets.com members.

4. Reward & Fulfillment Details

For each new member you successfully refer to an eDiets.com Program who remains a paying (2 billing cycles for Digital Plan and 4 billing cycles for Meal Delivery plan) member for at least a one-month (i.e., 30 day) period and who registers for one of our programs within ninety (90) days of your referral, you will receive:

• " Fifty Dollars ($50 gift card) per eDiets Digital Plan referral
• One Hundred Dollars ($100 gift card) per eDiets Meal Delivery Plan referral.

You may refer as many friends or family members as you wish; however the maximum annual reward under the eDiets.com Refer-a-Friend Program is Six Hundred Dollars ($600). Please note that you may be eligible to earn more than $600, annually, if you contact us with your social security number so that we can issue a 1099 for proper tax reporting purposes.

Rewards will be issued within thirty (30) days after the beginning of the quarter subsequent to each friend/referee's completion of his or her first one-month membership period with eDiets.com. eDiets.com will mail awards to the postal address listed in your Membership Profile. You must include your postal address in your Membership Profile to receive payment under the Refer-a-Friend Program. If you wish to update your Membership Profile, please click here

5. Notification

You must submit information about the individuals you refer to eDiets.com to receive credit for the referral.  Enter a list of those you've referred on this Referral Page, so that we can properly track and award you for the referrals. If you have problems accessing this page or need assistance, please write to Referral@eDiets.com with the information about your referrals.

If applicable, eDiets.com will send you an email summarizing any payment due hereunder within thirty (30) days after the beginning of each quarter.

6. Compliance with Law

eDiets.com is a responsible company and desires to comply with applicable federal, state, and local laws. To that end, eDiets.com includes certain language in your Refer-a-Friend emails permitting recipients to opt-out of future eDiets.com Refer-a-Friend emails. By participating in the Refer-a-Friend Program, you agree not to remove or modify the aforementioned language in any way. Moreover, you agree not to include any false or misleading information in the header, subject line, or body of any emails sent under or through the Refer-a-Friend Program. In addition, you agree that you shall comply with all applicable federal, state, and local laws, regulations, and advisory opinions (including, but not limited to, those laws, regulations, and advisory opinions prohibiting fraud) as they relate to your participation in the Refer-a-Friend Program. Failure to comply with this paragraph will result in disqualification from the Refer-a-Friend Program and potential legal and/or regulatory action.

7. Other Restrictions

You may only refer persons with whom you have an existing personal relationship (e.g., friends, family or associates). Multiple referrals of the same name(s)/email address(es), including referring yourself, will not be allowed. eDiets.com prohibits the use of email addresses taken from public forums such as bulletin boards and discussion groups. Those who do not comply with this paragraph shall be disqualified from participation in the Refer-a-Friend Program. Email addresses of friend(s) that you refer will not be captured by eDiets.com.

8. Representations, Warranties & Indemnification

8.1. You represent, warrant, and agree that: (a) you have all necessary power and authority to enter into this Refer-a-Friend Program (including these Terms and Conditions) and perform any obligations hereunder; (b) that your agreement with these Terms and Conditions does not violate any law, statute or other governmental regulation; and (c) that your performance under this Refer-a-Friend Program (including these Terms and Conditions) does not and shall not violate any law, statute, or other governmental regulation.

8.2. You shall indemnify, defend and hold eDiets.com, its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any and all third party claims, demands, liabilities, losses, damages, expenses, proceedings, actions or causes of action or government inquiries, including reasonable attorneys' fees and expenses and costs, arising out of or in connection with: (a) the breach of any of your representations, warranties or obligations set forth hereunder; (b) personal injury or tangible property damage to the extent such injury and/or damage results from your negligence or willful misconduct; and (c) any infringement by you of any personal or proprietary right belonging to a third party.

9. Warranty Disclaimer & Limitation of Liability

9.1. EXCEPT AS OTHERWISE SET FORTH HEREUNDER, EDIETS.COM MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, HEREUNDER, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY OR COMPLETENESS OF DATA.

9.2. IN NO EVENT SHALL EDIETS.COM BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, IN NO EVENT SHALL EDIETS.COM'S CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ANY KIND, EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY YOU FROM EDIETS.COM HEREUNDER.

10. Miscellaneous

10.1. Refer-a-Friend Program participants are responsible for any and all taxes due, if applicable, for payments or rewards issued hereunder. eDiets.com may, at its sole discretion, modify the Refer-a-Friend Program (including these Terms and Conditions) at any time. For example, eDiets.com may choose to amend these Terms and Conditions to substitute a reward of equal or greater value at any time.

10.2. eDiets.com is not responsible for any malfunctions or delays in computer systems, hardware components, software programs, or telephone lines. Moreover, eDiets.com shall not be responsible for failure or delay in performance hereunder by reason of fire, flood, riot, strikes, labor disputes, acts of God or of the public enemy, war or civil disturbances, and future laws, rules, regulations, advisory opinions, or acts of any government (including any orders rules or regulations issued by any official or agency of such government) affecting a party that would delay or prohibit performance hereunder, or any cause beyond the reasonable control of eDiets.com.

10.3. eDiets.com reserves the right to alter, cancel, or suspend the Refer-a-Friend Program at any time and at its sole discretion.

10.4. If any provision hereunder is found invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms and Conditions shall continue in full force and effect, and the court making such determination shall have the power to modify such provision.

10.5. The Refer-a-Friend Program shall be governed and construed in accordance with the laws of the State of Florida, without giving effect to Florida's choice of law provisions. The parties hereby agree that any action arising out of or relating to these Terms and Conditions shall be brought in the state or federal courts located in Broward County and irrevocably submit to the jurisdiction of any such court.

11. Contact Us

If you have any questions about the Refer-a-Friend Program, please send an email to referral@ediets.com, or, alternatively write a letter to: