Benefitfocus.com, Inc.

Benefitfocus Terms of Use

Thank you for selecting the online benefit services (“Services”) provided under a license from Benefitfocus.com, Inc. (referred to as "Benefitfocus," "we," "our," or "us") on this website. Please review these Terms of Use ("Terms of Use") thoroughly. These Terms of Use are a legal document governing your use of the Services. If you do not agree to these terms, then do not use the Services.

  1. Terms of Use. These Terms of Use describe the terms governing your use of the Services provided to you through this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

    1. The Benefitfocus Privacy Statement available on this website or provided to you in the documentation for the Benefitfocus Services you have selected.

    2. Additional conditions for the Services that you have selected, which may include those from your employer, insurance company, insurance broker or other third party administrator.

    3. Any terms provided separately to you for the Services, including for example, ordering and activation, implementation, and pricing and payment terms, if applicable, for the Services.

    4. Certain terms and conditions herein may be superseded as between Benefitfocus and the party that has arranged for your access to the Services. To the extent applicable, those terms shall be governed by those agreements and may supersede the terms contained herein.

    5. You agree that Benefitfocus is not acting as your agent or fiduciary in connection with your use of the software or any Services.

  2. LICENSE GRANT AND RESTRICTIONS

    1. The Services are protected by copyright, trade secret, patent and other intellectual property laws. You are only granted the right to use the Services, and Benefitfocus reserves all rights of ownership in the Services not expressly granted to you. As long as you comply with these Terms of Use, Benefitfocus grants to you a personal, limited, nonexclusive, nontransferable license to use the Services that is valid only for the period of use provided in any ordering and activation terms. In addition, your right to use the Services is only for the purposes described by Benefitfocus on this website.

    2. You agree not to use the Services or Content on this website in a manner that violates any applicable law, regulation or these Terms of Use. For example, (and not as an exhaustive list of examples) unless authorized by Benefitfocus in writing, you agree you will not:

      1. Provide access to or give any part of the Services to any third party.


      2. Modify, disrupt or interfere with the Services, supporting servers or networks either manually or through the use of scripts, viruses or worms.


      3. Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.


      4. Attempt to access any other Benefitfocus systems that are not part of these Services.


      5. Excessively overload the Benefitfocus systems used to provide the Services.


    3. If you violate any of these terms, your right to use the Services automatically terminates.


  3. YOUR PRIVACY AND PERSONAL INFORMATION

    You can view Benefitfocus’ Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Benefitfocus Privacy Statement, subject to change in accordance with its terms.


  4. CONTENT

    1. You are responsible for your Content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant Benefitfocus a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store or in any way distribute personal data that is not in accordance with the law. Any users suspected of having information which may be proscribed by law may have their accounts terminated, their data sequestered, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Other than as described herein, Benefitfocus is under no obligation to ratify or approve the type or quality of the Content or other data you submit on the website.

    2. You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

      1. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

      2. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

      3. Except as otherwise expressly permitted by Benefitfocus, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication, or engage in spamming or flooding;

      4. Virus, trojan horse, worm, or other disruptive or harmful software or data; and

      5. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

    3. Forums.


      1. The Services may include a forum to post or exchange information with other users of the Services. Please use respect when you interact with other users. Benefitfocus does not support and is not responsible for the accuracy of Content from other users in these forums. Do not reveal information in the forum that you do not want to make public. Exercise your judgment in evaluating and acting on (or ignoring) Content posted in forums. Remember, due to the anonymous nature of the Internet, other users may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated.

      2. Benefitfocus may freely use feedback you provide. You agree that Benefitfocus may use your feedback, suggestions or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Benefitfocus a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Benefitfocus in any way.

      3. Benefitfocus may, but has no obligation to, monitor Content provided by users in any community services. We may disclose the limited amount of information necessary or appropriate to satisfy our legal obligations, protect Benefitfocus or its customers, or operate the Services properly. Benefitfocus, in its sole discretion, may refuse to post, remove or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate or in violation of these Terms of Use.

  5. ADDITIONAL ITEMS YOU AGREE TO

    1. Benefitfocus does not give professional advice. Benefitfocus is not in the business of providing legal, financial, accounting, health care, insurance, benefit, retirement, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

    2. We may tell you about other Benefitfocus Services. When using the Services you may informed of other Services, features, products, applications, online communities, or promotions provided by Benefitfocus ("Additional Benefitfocus Services"). If you decide to use any of the Benefitfocus Services, additional terms and conditions and separate fees may apply.


    3. Communications choices. Benefitfocus may be required by law to send you communications about the Services. You agree that Benefitfocus may send these communications to you via e-mail or post them on one of our sponsored websites.


    4. You will track your passwords and accept updates to the Service. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Benefitfocus as soon as possible.

    5. Additionally, the Services may periodically be updated with tools, utilities, improvements, third party applications or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

    6. Benefitfocus shall be not be liable for any default or delay in the performance of its obligations under these Terms of Use to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures or governmental action.

  6. DISCLAIMER OF WARRANTIES

    Benefitfocus will not audit or otherwise verify any information you provide and is not responsible for any insurance coverage or changes thereto, or any benefits thereunder, or any claims, paid or denied, or any penalties or interest related thereto. The use of the software services and content is entirely at your own risk, and except as descried in these terms of use, the services are provided “as is.” To the maximum extent permitted by applicable law, Benefitfocus, and its third party service or data providers, licensors, distributors or suppliers (collectively referred to as, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, non-interference with or non-infringement of any intellectual property right, or the accuracy, reliability, quality or content in or linked to the software services. Benefitfocus does not warrant that your use of the software services will satisfy or ensure compliance with any legal obligations or laws or regulations. This disclaimer applies to, but is not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”), The Gramm-Leach-Bliley Act of 1999, The Sarbanes-Oxley Act of 2002, or other Federal or State statutes or regulations. You are solely responsible for ensuring that your use of the services is in accordance with applicable law. Benefitfocus specifically disclaims that Benefitfocus is any manner acting as, or agrees to warrant any compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”) or otherwise that Benefitfocus is a fiduciary, trustee, ‘administrator’ or ‘named fiduciary’ under any client or client administered, authorized user employee benefit plan.

  7. LIMITATION OF LIABILITY AND INDEMNITY

    1. To the maximum extent permitted by applicable law, the entire liability of Benefitfocus and any other supplier of these services to you for all matters or claims relating to these terms of use shall be limited too the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, Benefitfocus is not liable for any of the following:

      1. Indirect, special, incidental, punitive or consequential damages;

      2. Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Benefitfocus systems requirements. The above limitations apply even if Benefitfocus and its suppliers have been advised of the possibility of such damages.

  8. INDEMNITY

    You agree to indemnify and hold Benefitfocus and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or your breach of these Terms of Use (collectively, "Claims"). Benefitfocus reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Benefitfocus in the defense of any Claims.

  9. CHANGES TO THESE TERMS OF USE OR THE SERVICES

    We may change these Terms of Use from time to time to reflect changes in the way we provide or you receive these Services, and the changes will be effective when posted on our website or when we notify you by other means. Please review these Terms of Use periodically on this website for changes. We have the right to change any of the terms of these Terms of Use upon reasonable notice to you. Your continued use of the Services after Benefitfocus posts or otherwise notifies you of any changes indicates your agreement to the changes.


  10. TERMINATION

    Benefitfocus may immediately and without notice terminate these Terms of Use or suspend the Services provided to you if you fail to comply with these terms or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services. Any termination of these Terms of Use shall not affect Benefitfocus’ rights to any payments due to it. Benefitfocus may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific terms for the Services provided to you by Benefitfocus or other Third Parties.

  11. EXPORT RESTRICTIONS

    You acknowledge that this website, the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly.


  12. HELP AND SUPPORT

    Benefitfocus may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Benefitfocus from time to time.

  13. USER ID AND PASSWORD SECURITY

    You are the only person authorized to use your username and password and for maintaining the confidentiality of your username and password. You shall not permit or allow other persons to have access to or use your username and password, except if you choose to provide that information to Benefitfocus' authorized technical support personnel to assist you. You are responsible for the use of the Services under your username.

  14. PRIVACY OF PERSONAL INFORMATION

    1. Benefitfocus does not retain your personal information except as necessary to provide services to you, or to Service your benefits with your applicable broker, insurer or employer as necessary, and as permitted by law. We may collect your personal information, solely to pass it along to the appropriate insurer, broker or employer as necessary. We do not otherwise collect your personal information except that which your benefit provider asks you to provide to us.

    2. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer.

  15. MISCELLANEOUS

    1. Except as may be limited by Section 1(d), these Terms of Use are the entire agreement between you and Benefitfocus and replace all prior understandings, communications and agreements, oral or written, regarding its subject matter. These Terms of Use set forth the entire liability of Benefitfocus, its corporate affiliates and your exclusive remedy with respect to the Services and its use. If any court of law, having the jurisdiction, rules that any part of these Terms of Use are invalid, that section will be removed without affecting the remainder of the Terms of Use. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.

    2. South Carolina state law governs these Terms of Use without regard to its conflicts of laws provisions. To resolve any legal dispute arising from these Terms of Use, you and Benefitfocus agree to the exclusive jurisdiction of state courts in Charleston County, South Carolina, U.S.A. or federal court for the District of South Carolina.

    3. Any translation of these Terms of Use is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of the Terms of Use shall govern. The parties hereby confirm that they have requested that the Terms of Use and all related documents be drafted in English.

    4. You cannot assign or transfer ownership of these Terms of Use to anyone without the prior written approval of Benefitfocus. However, Benefitfocus may assign or transfer it without your consent to (a) a parent company or Benefitfocus direct or indirect subsidiary, (b) another company through a sale of assets by Benefitfocus or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of these Terms of Use, or if your company is acquired by or merged into another company, contact Benefitfocus.

Terms of Use v2.6 (rev 01/2011)

Copyright © 2013. Benefitfocus.com, Inc. All rights reserved.