Subscription Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE AND OUR FEE-BASED PRODUCTS AND OFFERINGS CAREFULLY. By using our Website and/or one of our online fee-based products or offerings (collectively, our "Fee-Based Products"), you agree to the terms and conditions set forth in this Subscription Agreement (this "Agreement"). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. By using this Website or our Fee-Based Products after we post any changes to this Agreement or otherwise notify you of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use our Website and/or our Fee-Based Products and you should arrange to cancel your community user account or subscription with us, as applicable. 1. Scope of Agreement Unless we indicate otherwise, this Agreement applies to your use of the Australia and New Zealand websites which are owned or operated by Weight Watchers Services Pty Ltd (ABN 11 116 578 708) (referred to herein as "WeightWatchers.com.au") and our Affiliates (collectively, "we", "us" or "our"), including, without limitation, this website and any other Australian or New Zealand website that we may own or operate currently or in the future (collectively, our "Website") and all of the Fee-Based Products that we may offer currently or in the future. For purposes of this Agreement, "Affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, WeightWatchers.com.au, including, without limitation, WeightWatchers.com, Inc. ("WeightWatchers.com"), Weight Watchers International, Inc. ("Weight Watchers International"), Fortuity Pty Ltd (ABN 55 007 148 683), Weight Watchers New Zealand Unit Trust Limited and their subsidiaries and affiliates. This Website and this Agreement are specifically directed to residents of Australia and New Zealand and the Website and our Fee-Based Products are for use only by residents of Australia and New Zealand. 2. Your Use of this Website and Our Fee-Based Products Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon, and the Fee-Based Products that you subscribed to, for your personal, non-commercial use, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a community user of, or subscriber to, this Website and/or our Fee-Based Products. You understand that only you may use your user account and password, and that your subscription to our Fee-Based Products is only valid for your personal, non-commercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Fee-Based Products subscribed to by you. To subscribe to our Fee-Based Products, you represent that you are an Australian or New Zealand citizen or a resident of Australia or New Zealand with a valid Australian or New Zealand mailing address.

By using this Website and/or our Fee-Based Products, you agree to be legally bound and to abide by this Agreement. If you do not comply with this Agreement at any time, we reserve the right to cancel or terminate your password, user account, and/or access to this Website (or any part thereof) and/or our Fee-Based Products. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website or our Fee-Based Products, including, but not limited to, (i) restricting the time the Website and/or a Fee-Based Product is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website and/or any of our Fee-Based Products. You agree that any termination or cancellation of your access to, or use of, the Website and/or our Fee-Based Products may be effected without prior notice to you. If you do not abide by the terms of this Agreement, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and/or files in your user account and/or bar any further access by you to such information and/or files, our Website (or part thereof) and/or our Fee-Based Products. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Website and/or our Fee-Based Products, except for a refund of any fees or charges prepaid by you with respect to our Fee-Based Products in accordance with paragraph 4 of this Agreement. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us pursuant to this provision or this Agreement, or any policies or practices by us in providing this Website or our Fee-Based Products, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Fee-Based Products, is to cancel or terminate your subscription or community user account, as applicable (subject to the rights you may have under the New Zealand Consumer Guarantees Act 1993, if any). From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events ("Additional Terms"). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that any such Additional Terms are hereby incorporated by reference into this Agreement.

3. Charges and Fees for Fee-Based Products Certain portions, components, content and features of this Website are only available to individuals who purchase a subscription to one of our Fee-Based Products. As a subscriber to one of our Fee-Based Products, you agree as follows: A. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees (including prepayment plan fees for multiple periods) set forth on this Website (such as the fixed Sign Up Fee and the recurring Monthly Fee), applicable taxes, and other charges and fees incurred in order to access our Fee-Based Products. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). We will automatically charge your credit card or other account at the start of the standard or multiple-period prepayment plan billing period and at the start of each renewal period, unless you terminate or cancel your subscription before the relevant renewal period begins. Except in the case of a multiple-period prepayment plan or if you were eligible for a discounted rate but are no longer eligible for that rate, the renewal charge will be the same as the prior period's charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above. Each time you use our Fee-Based Products you reaffirm your agreement that we may charge your credit card (or other form of payment, if applicable). In the event we cannot charge your account, we reserve the right to terminate your access to our Fee-Based Products. If you purchased a multiple-period prepayment plan or you were eligible for a discounted rate but are no long eligible for that rate, your subscription will automatically be renewed at our standard subscription rates and for our standard period (usually monthly) at the start of the relevant renewal period. If you wish to purchase another prepayment plan for multiple periods and we are currently offering prepayment plans at such time, you must notify us prior to the termination of your current prepayment plan.

B. All fixed and periodic charges and fees for our Fee-Based Products are quoted in Australian dollars and are inclusive of any applicable GST, except where otherwise stated. If you are a New Zealand resident, your credit card statement will show the appropriate price converted into New Zealand Dollars. Your periodic charges may vary depending on exchange rates. C. In addition to the fees and charges set forth above, you are responsible for all charges and fees associated with connecting to our Website and our Fee-Based Products, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Fee-Based Products. In addition, if you are a New Zealand resident, your credit card issuer may impose a foreign exchange transaction fee each time we charge you for our Fee-Based Products. D. For the purposes of your use of our Fee-Based Products, including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to our Fee-Based Products ("Subscription Data"), including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data to keep it accurate at all times. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Website (or any portion thereof) or any of our Fee-Based Products. You are obligated to check the "My Profile" feature of our Website to determine whether your Subscription Data is current and accurate, and, if not, to correct or update your Subscription Data including your billing information.

E. You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorised use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your or anyone else's password or credit card information. In the event of a breach of security by you, you will remain liable for any unauthorised use of your subscription until you update your Subscription Data. If your credit card expires, is cancelled, is lost or is subject to use without your authorisation, access the My Profile feature of this Website to update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account. You are responsible for paying any amounts billed to your credit card by a third party which were not authorised by you. F. Except for multiple-period prepayment plans, your failure to satisfy limitations we set based on demographic, geographic, health or other similar criteria, or if we terminate your subscription to one of our Fee-Based Products prior to the end of the applicable period, you agree that all fees and charges assessed by us are non-refundable. Non-refundable fees include the Sign Up Fee, and the full Monthly Fee for any month (or portion thereof) elapsed (regardless of whether you logged onto our Website or used the Fee-Based Product during that month). If you subscribe to a prepayment plan for multiple periods (e.g, a 3-month prepayment plan) and you decide to cancel during such prepayment period, we will refund you the difference, if any, between the amount you paid and the amount you would have incurred if you were subject to our standard pricing in effect during such time and not subject to our special pricing offered through any prepayment plan. If your cancellation of your subscription to one of our Fee-Based Products is due to your failure to satisfy limitations we set based on demographic, geographic, health or other similar criteria prior to the end of a period for which you have incurred a charge, with the exception of any fixed upfront fee (such as the Sign Up Fee), we will refund any unused portion of such period in accordance with the refund policy we have in effect at such time. If we cancel or terminate your subscription to one of our Fee-Based Products (as opposed to you cancelling your subscription) prior to the end of a period for which you have incurred a charge, with the exception of any fixed upfront fee (such as the Sign Up Fee), we will refund any unused portion of such period on a pro rata basis. If you are a New Zealand resident and you receive a refund to your credit card, due to exchange rate fluctuations the amount refunded in New Zealand Dollars may be either more or less than the amount originally charged.

4. Cancellation of Subscription Either you or WeightWatchers.com.au may terminate or cancel your subscription to our Fee-Based Products at any time. You understand and agree that the cancellation or termination of your subscription is your sole right and remedy (subject to the rights you may have under the New Zealand Consumer Guarantees Act 1993, if any) with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of this Agreement or our enforcement or application of this Agreement; (ii) any practice or policy of WeightWatchers.com.au, including our Website Terms & Conditions of Use and Privacy Policy, or our enforcement or application of these policies; (iii) the content available through this Website or any change in content provided through the Website or on a Fee-Based Product; (iv) your ability to access and/or use our Website or any Fee-Based Product; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription to our Fee-Based Products, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our Website (or part thereof) and/or our Fee-Based Products, except as we may otherwise provide from time to time. You can cancel your subscription by contacting Customer Service or by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request. If you cancel near the end of your billing period and are inadvertently charged for the next period's fee, contact Customer Service to have the charges reversed. If you use our Fee-Based Product during that next period, you will be deemed not to have cancelled the subscription and therefore will not be entitled to a refund for that cancellation. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. 5. Availability of Fee-Based Products The availability and use of our Fee-Based Products may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to our Fee-Based Products or may terminate your subscription to our Fee-Based Products at any time based on these criteria. For example, pregnant women, and individuals under the age of 18 may not subscribe to our Fee-Based Products, or we may limit the subscription to a certain Fee-Based Product only to individuals currently attending Weight Watchers classroom meetings in participating areas or locations.

6. Privacy and Security We are committed to protecting your privacy and security in accordance with our Privacy Policy, which is incorporated into this Agreement by this reference. You consent to the collection and use of personally identifiable information about you in accordance with the Privacy Policy. 7. Health Disclaimer This Website and our Fee-Based Products provide weight loss management and information applications and content published over the Internet and are intended only to assist users in their personal weight loss efforts. WeightWatchers.com.au is not a medical organisation and our staff cannot give you medical advice or diagnosis. Nothing contained in this Website should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for medical consultation, evaluation, or treatment by a qualified doctor. You are urged and advised to seek the advice of a medical doctor before beginning any weight loss effort or regime. This Website is intended for use only by healthy adult individuals. The Website is not intended for use by children, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of weight loss effort or regimen. For more information, you should review our Health Notice, which is incorporated into this Agreement by this reference. 8. Automatically Become a Community User As a subscriber to one of our Fee-Based Products, you automatically become a community user of this Website, which provides you with access to certain products, offerings, features, or resources of our Website such as the ability to post messages on one of our Forums (such feature is not available to those who are not community users). A "Forum" means any chat room, message board, bulletin board, recipe swap, or similar activity where you and other users of our Website can communicate. If you cancel your subscription to our Fee-Based Products, you will remain a community user of our Website unless you specifically request otherwise.

9. Restrictions on Use of Materials You acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, patents, trade marks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under applicable copyright laws including Australian, New Zealand and United States copyright laws (and, if applicable, similar laws in other jurisdictions), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trade marks appearing on this Website are trade marks of their respective owners. WEIGHT WATCHERS® is the trade name and the registered trade mark and service mark of Weight Watchers International. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale of, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent. 10. Community Standards and Conduct Guidelines You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, emailed or otherwise transmitted on our Website by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted community standards and conduct guidelines for the users of our Website (as described below), you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us or our Affiliates), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Website.

a. Upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion); b. Harm, wrongfully influence or threaten children in any way; c. Impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of WeightWatchers.com.au, our Affiliates or any other person or entity, or falsely state or otherwise misrepresent your affiliation with WeightWatchers.com.au, our Affiliates or any other person or entity; d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website; e. Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); f. Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trade mark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party; g. Upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose; h. Upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; i. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum; j. Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; k. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law; l. "Stalk" or otherwise harass another user of this Website or an employee of WeightWatchers.com.au or any of our Affiliates; or m. Collect or store personal data or attempt to collect or store personal data about other users of the Website.

Your privilege to use this Website (including the Forums) and contribute to discussions on the Forums depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of this Website and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, we may terminate, in our sole discretion, your use of, or participation in, any Forum. All Forum communications, including, but not limited to, chat and message board communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of this Website (including any Forum) for adherence to the community standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings in the Forums, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities in any Forum. Although we reserve the right to remove, without notice, any Forum posting for any reason, we have no obligation to delete Postings that you may find objectionable or offensive. 11. Submissions If, at our request or on your own, you send, email, post or otherwise transmit to us or this Website information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles, stories about yourself or your weight loss, or other materials (including, but not limited to, posting, emailing, or otherwise transmitting Postings on any Forum) (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, our property. Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limiting the foregoing, you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, enter into commercial rental arrangements in respect of and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trade marks and other intellectual, personal and proprietary rights (collectively, the "Rights") that may exist in such Submissions.

You also hereby irrevocably and unconditionally consent, to the fullest extent permitted by law (either present or future), to us or any person authorised by us, using, disclosing, reproducing, copying, adapting, publishing, performing, exhibiting, communicating or transmitting the Submissions or any adaptation of the Submissions (or any part of the Submissions or of any such adaptation) anywhere in the world (a) in whatever form and in whatever circumstances we think fit, including the making of any distortions, additions or alterations to the Submissions or any adaptation of the Submissions (or any part of the Submissions or of such adaptation) and (b) without making any identification of you in relation to them. You also warrant that: (i) you own or otherwise control all of the rights in or to your Submissions including, without limitation, all the rights necessary for you to send, email, post or otherwise transmit to us the Submissions; (ii) any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the licence stated above; and (iii) each person depicted in any images, photos and/or videos contained in your Submissions (if any) has consented to the use of such images, photos and/or videos in accordance with the above licence. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions or any third party holder of any Rights. 12. Children The Website and the Fee-Based Products are not for use by children and are not directed to children. The Website and the Fee-Based Products are for use and access by individuals who are eighteen (18) years or older. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED PRODUCTS AND/OR USE THE WEBSITE. 13. Links This Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials, goods or services on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources, goods or services available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.

14. Third Party Products and Services You may order services, merchandise or other products through our Website from other parties (collectively, the "Third Party Sellers"). All matters concerning the services, merchandise and other products promoted by or available from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable to you or any other person for any costs or damages arising out of or relating to, either directly or indirectly, such transactions. 15. Copyright Complaints We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user to use our Website (or any part thereof) who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact our designated agent for notice of claims of copyright infringement: Jeffrey A. Fiarman, General Counsel, WeightWatchers.com, Inc., 11 Madison Ave, 17th Floor, New York, New York 10010, or by email to copyrightagent@weightwatchers.com.au 16. Relationship with Weight Watchers International WeightWatchers.com.au is an affiliate of WeightWatchers.com and Weight Watchers International, and is authorised to use under licence the WEIGHT WATCHERS brand and intellectual property on the Internet. WEIGHT WATCHERS is the trade name and the registered trade mark and service mark of Weight Watchers International, as are certain other trade marks and service marks used by WeightWatchers.com.au on this Website under Weight Watchers International's control. 17. Disclaimers of Warranties PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER WEIGHTWATCHERS.COM.AU, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS). SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, NEITHER WEIGHTWATCHERS.COM.AU, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

18. Limitation of Liability SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (B) THE USE OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (D) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); OR (F) ANY OTHER MATTER RELATING TO OUR WEBSITE. WHERE YOUR LOSS IS NOT OR CANNOT BY LAW BE EXCLUDED BY THIS AGREEMENT THEN (SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY): a. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR WEBSITE AND OUR FEE-BASED PRODUCTS; AND b. OUR LIABILITY IN RELATION TO ANY LOSS OR DAMAGE DIRECTLY OR INDIRECTLY RELATED TO ANY WARRANTY OR CONDITION WHICH IS NOT EXCLUDED BY THIS AGREEMENT IS LIMITED TO, AT OUR ELECTION: 1. IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (A) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (B) THE REPAIR OF THE GOODS; (C) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (D) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR 2. IN THE CASE OF SERVICES: (A) THE SUPPLYING OF THE SERVICES AGAIN; OR (B) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE OR ANY OF OUR FEE-BASED PRODUCTS, OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY (SUBJECT TO THE RIGHTS YOU MAY HAVE UNDER THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, IF ANY) IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE AND OUR FEE-BASED PRODUCTS.

19. Indemnification You agree to indemnify, hold harmless and, at our option, defend us and our Affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your improper use of this Website or our products or offerings (including, without limitation, the Fee-Based Products), your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity. 20. Governing Law and Choice of Forum Residents of Australia If you are a resident of Australia, this Agreement shall be governed by and construed in accordance with the laws of the state of New South Wales, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website (including, without limitation, the Fee-Based Products) or this Agreement shall be filed only in the state or federal courts located in New South Wales and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Residents of New Zealand If you are a resident of New Zealand, this Agreement shall be governed and construed in accordance with the laws of New Zealand, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website (including, without limitation, the Fee-Based Products) or this Agreement shall be filed in the New Zealand courts and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 21. Miscellaneous Terms In any action against us arising from the use of this Website (including, without limitation, the Fee-Based Products), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees.

If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Website Terms & Conditions of Use (if applicable), the Privacy Policy and any Additional Terms, are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms & Conditions of Use, this Agreement shall control. This Agreement may be modified only by our posting of changes to this Agreement on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. (Last modified on August 31, 2006)