Table of Contents
Termination of Access
Proprietary Rights in Content on Healthcare Exchange
Links to Third-Party Sites
Limitation on Liability
U.S. Export Controls
No Third-Party Beneficiary
Healthcareexchange.com is operated by BenefitMall, a d/b/a of Centerstone Insurance and Financial Services, Inc. (“BenefitMall”). BenefitMall and its affiliated companies (collectively “Healthcare Exchange” or “we” or “our”) provide this online content viewing and social networking internet web site (the “Healthcare Exchange Site”) that allows Users to find and communicate with broker and carrier health insurance partners. The Healthcare Exchange Site includes various features, content, communication tools and applications offered from time to time by Healthcare Exchange (collectively, the “Healthcare Exchange Services”). The Healthcare Exchange Site is hosted in the U.S.
1. This Agreement.
1.2 This Agreement includes Healthcare Exchange’s policy for acceptable use of the Healthcare Exchange Site and the Healthcare Exchange Services available, as well as your rights, obligations and restrictions. In order to participate in certain Healthcare Exchange Services, you may be notified that you are required to register as a Member, download software or content, and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Healthcare Exchange Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.
Healthcare Exchange may modify this Agreement at any time. Any such modification shall be effective upon posting of modifications on this Healthcare Exchange Site. You agree to be bound to any changes to this Agreement when you use the Healthcare Exchange Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease all use of the Service and notify Healthcare Exchange.
3. Termination of Access.
Healthcare Exchange reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including comments or private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Healthcare Exchange Services at any time, for any or no reason, with or without prior notice, and without liability.
4. E-mail Authorization.
Healthcare Exchange may send electronic mail to you for the purpose of advising you of any of Healthcare Exchange’s products or services, or for such other purpose(s) as Healthcare Exchange deems appropriate. You agree that it is your sole responsibility to scan any documents attached to our electronic mail for computer viruses, and you agree to hold Healthcare Exchange harmless for any computer viruses you may receive from electronic mail sent from Healthcare Exchange.
Notices to Healthcare Exchange shall be made in writing and sent to: [insert address or email.] Healthcare Exchange may provide notices to you through the Healthcare Exchange Services, by email, first class mail or overnight delivery. You are responsible for regularly reviewing this Site to make sure these terms and conditions are acceptable to you.
Use of and Membership in the Healthcare Exchange Services is void where prohibited. By using the Healthcare Exchange Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Healthcare Exchange Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning if we believe that you have violated any of the foregoing representations.
This Agreement shall remain in full force and effect while you use the Healthcare Exchange Services.
8. Non-commercial Use.
The Healthcare Exchange Services are for personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Healthcare Exchange. Illegal and/or unauthorized use of the Healthcare Exchange Services, including collecting usernames and/or e-mail addresses by electronic or other means for the purpose of sending unsolicited e-mail or unauthorized framing of or linking to the Healthcare Exchange Site, is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Healthcare Exchange Services.
9. Proprietary Rights in Content on Healthcare Exchange.
9.1 Healthcare Exchange does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials that you post to the Healthcare Exchange Services (collectively, “Your Content”). After posting Your Content to the Healthcare Exchange Services, you continue to retain all ownership rights in Your Content, and you continue to have the right to use Your Content in any way you choose. By displaying or publishing (“posting”) Your Content on or through the Healthcare Exchange Services, you hereby grant to Healthcare Exchange a limited, non-exclusive, royalty-free, sublicensable, perpetual, worldwide license to use, modify, publicly perform, publicly display, reproduce, and distribute Your Content both on and through the Healthcare Exchange Services and otherwise for any and all commercial or noncommercial purposes.
9.2 You represent and warrant that: (i) Your Content is owned by you or you otherwise have the right to grant the license set forth in this section, and (ii) the posting of Your Content on or through the Healthcare Exchange Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of posting Your Content to or through the Healthcare Exchange Services.
9.3 The Healthcare Exchange Services contain content owned by Healthcare Exchange (“Healthcare Exchange Content”). Healthcare Exchange Content is protected by copyright, trademark, patent, trade secret and other laws, and Healthcare Exchange owns and retains all rights in the Healthcare Exchange Content and the Healthcare Exchange Services. Except as otherwise limited in this Agreement, Healthcare Exchange hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Healthcare Exchange Content (excluding any software code) solely for your personal use in connection with viewing the Healthcare Exchange Site and using the Healthcare Exchange Services. No other rights or licenses are granted in connection with the Healthcare Exchange Content.
9.4 The Healthcare Exchange Services contain content of Users and other Healthcare Exchange licensors (“User Content”). Except for Your Content, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any User Content appearing on or through the Healthcare Exchange Services. Except as otherwise limited in this Agreement, Healthcare Exchange hereby grants you a limited, revocable, nonsublicensable, noncommercial license to reproduce and display the User Content solely for your personal use in connection with viewing the Healthcare Exchange Site and using the Healthcare Exchange Services. No other rights or licenses are granted in connection with the User Content.
9.5 Healthcare Exchange may use and/or disclose information about your demographics and use of our Service in any manner that does not reveal your identity. By participating in sweepstakes, contests or promotions offered on the Service, and/or requesting promotional information or product updates, you agree that Healthcare Exchange may use your information for marketing and promotional purposes.
10. Content Posted.
10.1 Healthcare Exchange may delete any content that in the sole judgment of Healthcare Exchange violates this Agreement or which may be offensive or illegal, or which violates the rights of, or harms or threatens the safety of any person. Healthcare Exchange assumes no responsibility for monitoring the Healthcare Exchange Services for inappropriate content or conduct. If at any time Healthcare Exchange chooses, in its sole discretion, to monitor the Healthcare Exchange Services, Healthcare Exchange nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content. If you become aware of misuse of the Healthcare Exchange Services by any person, please contact [include hyperlink] or click on the “Report Inappropriate Content” link at the bottom of any Healthcare Exchange page.
10.2 You are solely responsible for Your Content posted on or through the Healthcare Exchange Site, any material or information that you transmit to other Members, and for your interactions with other Users. Healthcare Exchange does not endorse any content or communications posted, displayed or transmitted on the Healthcare Exchange Site by Users. Content is not necessarily reviewed by Healthcare Exchange prior to posting and does not necessarily reflect the opinions or policies of Healthcare Exchange. Healthcare Exchange makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that may be transmitted by Members.
11. Content/Activity Prohibited.
The following is a partial list of the kind of content and communications that are illegal or prohibited to post on the Healthcare Exchange Site. Healthcare Exchange reserves the right to investigate and take appropriate legal action against anyone who, in Healthcare Exchange’s sole discretion, violates this provision, including without limitation, removing the offending communication from the Healthcare Exchange Services, terminating the Membership of such violators, and notifying appropriate law enforcement authorities. Prohibited content, communications and activities include, without limitation, content, communications, and activity that:
11.1 are patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
11.2 harasses or advocates harassment of another person;
11.3 contains nudity, violence, or offensive subject matter, or contains a link to an adult website;
11.4 solicits personal information from anyone under 18;
11.5 provides any telephone numbers, street addresses, last names, URLs or e-mail addresses;
11.6 promotes information that you know is false or misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
11.7 promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
11.8 involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
11.9 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
11.10 furthers or promotes any criminal activity or enterprise, or provides instructional information about illegal activities including, without limitation, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
11.11 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
11.12 involves commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
11.13 includes a photograph or audio-visual works of another person that you have posted without that person’s consent.
11.14 involves criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spimming, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
11.15 involves advertising to, or solicitation of, any Member to buy or sell any products or services through the Healthcare Exchange Services. You may not transmit any chain letters or junk e-mail to other Members. It is also a violation of these rules to use any information obtained from the Healthcare Exchange Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Healthcare Exchange reserves the right to restrict the number of e-mails which a Member may send to other Members in any 24-hour period to a number which Healthcare Exchange deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk e-mail, instant messages or other unsolicited communications of any kind through the Healthcare Exchange Services, you acknowledge that you will have caused substantial harm to Healthcare Exchange, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Healthcare Exchange $100 for each such unsolicited e-mail or other unsolicited communication you send through the Healthcare Exchange Services;
11.16 results in covering or obscuring the banner advertisements on your personal profile page, or any Healthcare Exchange page via HTML/CSS or any other means;
11.17 involves any automated use of the system, such as using scripts to add friends or send comments or messages;
11.18 interferes with, disrupts, or creates an undue burden on the Healthcare Exchange Services or the networks or services connected to the Healthcare Exchange Services;
11.19 attempts to impersonate another Member or person;
11.20 involves using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
11.21 involves selling or otherwise transferring your profile;
11.22 involves using any information obtained from the Healthcare Exchange Services in order to harass, abuse, or harm another person;
11.23 involves displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Healthcare Exchange Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose, or sending private messages with a commercial purpose; or
11.24 constitutes use of the Healthcare Exchange Services in a manner inconsistent with any and all applicable laws and regulations.
12. Copyright Policy.
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Healthcare Exchange to terminate Membership privileges of any Member who infringes the rights of others upon receipt of prompt notification to Healthcare Exchange by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Healthcare Exchange Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Healthcare Exchange Services; (iv) your address, telephone number, and e-mail address; (v) a written 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; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Healthcare Exchange’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, [insert address, telephone, facsimile, and e-mail.]
13. Member Disputes.
You are solely responsible for your interactions with other Healthcare Exchange Members. Healthcare Exchange reserves the right, but has no obligation, to monitor disputes between you and other Members.
14. Links to Third-Party Sites.
Profiles created and posted by Members on the Healthcare Exchange Website may contain links to other websites. Healthcare Exchange is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Healthcare Exchange. Inclusion of any linked website on the Healthcare Exchange Services does not imply approval or endorsement of the linked website by Healthcare Exchange. When you access these third-party sites, you do so at your own risk.
15.1 Healthcare Exchange is not responsible for any incorrect or inaccurate content posted on the Healthcare Exchange Website or in connection with the Healthcare Exchange Services, whether caused by Users of the Healthcare Exchange Services or by any of the equipment or programming associated with or utilized in the Healthcare Exchange Services. Healthcare Exchange takes no responsibility for third-party advertisements which are posted on this Healthcare Exchange Website or through the Healthcare Exchange Services, nor does it take any responsibility for the goods or services provided by its advertisers. Healthcare Exchange is not responsible for the conduct, whether online or offline, of any User of the Healthcare Exchange Services.
15.2 Healthcare Exchange assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. Healthcare Exchange is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet or on any of the Healthcare Exchange Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Healthcare Exchange Services. Under no circumstances shall Healthcare Exchange be responsible for any loss or damage, resulting from use of the Healthcare Exchange Services, from any Content posted on or through the Healthcare Exchange Services, or from the conduct of any Users of the Healthcare Exchange Services, whether online or offline. THE HEALTHCARE EXCHANGE WEBSITE, THE HEALTHCARE EXCHANGE SERVICES AND ALL THE CONTENT IS SUBJECT TO CHANGE AND IS PROVIDED TO YOU “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, OR ACCURACY, RELIABILITY AND TIMELINESS. NOTWITHSTANDING THE FOREGOING, HEALTHCARE EXCHANGE DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE SITE WILL BE ERROR FREE OR THAT THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER POSSIBLY HARMFUL ELEMENTS. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
16. Limitation on Liability.
YOUR USE OF THE HEALTHCARE EXCHANGE WEBSITE AND HEALTHCARE EXCHANGE SERVICES IS AT YOUR OWN RISK. IN NO EVENT SHALL HEALTHCARE EXCHANGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE HEALTHCARE EXCHANGE SITE AND THE HEALTHCARE EXCHANGE SERVICES, EVEN IF HEALTHCARE EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HEALTHCARE EXCHANGE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO HEALTHCARE EXCHANGE FOR THE HEALTHCARE EXCHANGE SERVICES DURING THE TERM OF MEMBERSHIP.
17. U.S. Export Controls.
Software available in connection with the Healthcare Exchange Services (the “Software”) may be further subject to United States export controls. No Software may be downloaded from the Healthcare Exchange Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
If there is any dispute about or involving the Healthcare Exchange Services, you agree that the dispute shall be governed by the laws of the State of Texas, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Texas, County of Dallas.
You agree to indemnify and hold Healthcare Exchange, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Healthcare Exchange Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any of Your Content that you post on the Healthcare Exchange Site or through the Healthcare Exchange Services causes Healthcare Exchange to be liable to another person.
You may not assign this agreement, by operation of law or otherwise, and any assignment shall be considered null and void.
21. No Third-Party Beneficiary.
This Agreement is intended for the sole benefit of Healthcare Exchange and you and does not create any third-party beneficiary rights.
This Agreement is accepted upon your use of the Healthcare Exchange Site or any of the Healthcare Exchange Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Healthcare Exchange regarding the use of the Healthcare Exchange Services, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.
The failure of Healthcare Exchange to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at email@example.com with any questions or comments regarding this Agreement.