Benbase, Inc. (“Benbase,” “we,” “us,” “our”) provides its services (described below) to you through its website at https://www.benbase.com/ or other website(s) operated or maintained by Benbase, its mobile applications and related services (collectively, such services, including any new features and applications, the “Service”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). By accessing, browsing, or otherwise using our website, mobile application(s), or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

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PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BENBASE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

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In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including the Privacy Policy located at https://www.benbase.com/privacy-policy. All such terms are hereby incorporated by reference into these Terms of Service. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service and the Privacy Policy, which includes those terms and conditions expressly set forth herein and those incorporated by reference before using the Service.

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Access and Use of the Service

Service Description: The Service provides a web platform through which users can access information health, medical and other benefits. You may (a) review benefits and update information, and contact and communicate with Benbase or third parties with questions about benefits through, or facilitated by, the Service;(b) search for and identify health care providers or facilities in your insurance network and/or geographic area on the Service (each, a “Provider”);  (c) view listings of various voluntary insurance policies, products or services provided by third party insurers and displayed by the Service; and (d) take other actions as permitted by the functionality provided by the Service.

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Medical Advice Disclaimer: Any information made available through the Service is not intended or implied to be a substitute for professional medical advice, diagnosis or treatment. All content, including text, graphics, images and information, contained on or available through the Service is for general information purposes only. Benbase makes no representation and assumes no responsibility for the accuracy of information contained on or available through the Service, and such information is subject to change without notice. You are encouraged to confirm any information obtained from or through the Service with other sources, and review all information regarding any medical condition or treatment with your physician. 

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NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE.

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Benbase is not authorized to provide medical services or advice requiring any type of professional medical licensure. Benbase does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific tests, products, procedures, treatments, service, opinions, health care providers or other information that may be contained on or available through the Service, including with any Providers or third party insurers. 

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BENBASE IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, SITE, SERVICE OR PRODUCTS THAT YOU OBTAIN THROUGH THE SERVICE.

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IF YOU THINK YOU OR SOMEONE USING THE SERVICE MAY HAVE A MEDICAL EMERGENCY, IT IS YOUR RESPONSIBILITY TO CALL A DOCTOR, YOUR LOCAL EMERGENCY NUMBER, OR 911 IMMEDIATELY.

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Your Registration Obligations: If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself and your company as prompted by the Service’s registration form and/or one or more third-party human resources or benefits management platforms when sharing certain information with the Service. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

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Account Information: You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service and to your employer, including information about your insurance policies and benefits available on the Service. You acknowledge and agree that you are solely responsible for providing your employer and Benbase with accurate information. Benbase is not responsible for user or employer errors and omissions.

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You may request that we update or change the information you provided to us or to receive a copy of the information we have stored by emailing us at myadvisor@benbase.com. We will make every reasonable effort to honor your wishes, or provide you with an explanation of why we cannot make the changes requested. We may request proof of identity before updating any information.

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Member Account, Password and Security: When creating your account, you represent and warrant that you will provide accurate and complete information. You are expected to use “strong” passwords with your account. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account even if due to misuse or any unauthorized access. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and you agree not to provide any other person with access to the Service using your username, password, or other security information. You agree to (a) immediately notify Benbase of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Benbase will not be liable for any loss or damage arising from your failure to comply with this Section.

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Deleting Your Account: You may delete your account at any time by sending an email with the request in the subject line to myadvisor@benbase.com. Note that doing so may delete your data and information stored on the Service or shared via the Service and you will no longer have access to such data or information, and we will bear no responsibility for such loss of data or information. Before submitting a request to delete your account, you should save any data or information stored on the Service or shared via the Service that you want to retain. If you delete your account, we may still retain any information or data as permitted under these Terms of Service and subject to our rights under the Privacy Policy, or as may be necessary or advisable in order to comply with any applicable law, rule, statute, order or regulation (collectively, “Law”). All fees that may have been incurred prior to de-registration, if any, will be due and owing, until paid in full, such account deletion notwithstanding.

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Modifications to Service: Benbase reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Benbase will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

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General Practices Regarding Use and Storage: You acknowledge that Benbase may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Benbase’s servers on your behalf. You agree that Benbase has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Benbase reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Benbase reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

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Mobile Services and Software

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Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and our website from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Benbase account information to ensure that your messages are not sent to the person that acquires your old number.

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Mobile App License: Subject to these Terms of Service, Benbase hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install our mobile application(s) on one mobile device and (b) use our mobile application(s) for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the mobile application(s) for another device on which you also agreed to these Terms of Service. Each instance of the Terms of Service that you agree to in connection with downloading a mobile application(s) grants you the aforementioned rights in connection with the installation and use of the mobile application(s) on one device.

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Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Benbase, its affiliates, and its licensors (including our mobile application(s), the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Benbase.

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Electronic Communications

When you use the Service, communicate with us using the chat functions in the Service, or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, chat, or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

By using the Service, you acknowledge and agree that Benbase may send e-mails relating to your account. You can opt out of your subscription to Benbase’s e-mail services at any time by logging in to the Service and changing your notification preferences. You can also unsubscribe to special promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.

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By using the Service and opting to receive emails, text messages, chat messages, and electronic communications, you acknowledge and agree that Benbase will be transmitting certain protected health information (“PHI”) as that term is defined under HIPAA, electronically. You understand that electronic communications, which may include your personal medical and health plan information, may not be encrypted, may be intercepted in transmission or otherwise accessed by a third party, and may be viewed by others with access to your email or phone. You acknowledge and agree that while Benbase takes commercially reasonable steps to protect the privacy and security of PHI, no system is completely secure. You may choose not to receive emails or text messages by unsubscribing.

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Health and Insurance Related Information

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Insurance Related Content: As part of the Service, Benbase may provide you with summary information about the insurance plans, and your enrollment status in these plans. The information displayed on Benbase is summarized for informational purposes only and is not intended to replace the insurance policy documents issued by each insurer, nor the enrollment records maintained by each insurer. If there is ever any discrepancy between the insurance plan or policy information displayed on the Service, and the insurance plan or policy information detailed in the insurance carrier’s plan documents, the insurance carrier’s plan documents or records will govern. Coverage availability, coverage terms, rates and discount availability may vary by state or territory and such availability is in no way altered by the contents of this site.  Some advertised coverages or discounts may have been eliminated or modified prior to binding. The issuing, renewal, or cancellation of any insurance policy, policy terms and conditions, and rates are subject to underwriting review by the applicable insurance carrier. It is the your ultimate and exclusive responsibility to take such steps as are necessary to notify directly those insurers whose policies may apply to any circumstances, occurrences, claims, suits, demands and losses (collectively, “Claims”) in accordance with the terms and conditions of Your policies. Benbase assumes no duty or responsibility with respect to such notifications or monitoring the your obligation to place insurers on notice unless undertaken in a separate written agreement. To the extent Benbase assists you with any such Claims, you expressly disclaims any liability on the account of Benbase from such assistance. The receipt of any claims related information by Benbase in any context shall not create additional duties or obligations owed by Benbase to you nor constitute notice to Your insurers.

To the extent Benbase recommends the use of intermediaries of any type, including but not limited to co-brokers, sub-brokers, managing general agents/managing general underwriters, wholesale brokers, or reinsurance brokers (collectively, “Intermediaries”), including Intermediaries that may be affiliated with Benbase, in each case to assist in the procurement and servicing of the your insurance, Benbase prefers, wherever possible, to use the services of a Benbase-affiliated Intermediary. Benbase will not be responsible for any such Intermediary’s actual or alleged acts, errors, or omissions or those of its officers, directors or employees, regardless of such affiliation. 

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Additionally, as part of the Service, Benbase may provide you with summary information about certain procedure or claim costs, and your current progress toward your plan deductible and out-of-pocket maximum, if available, on the Service. This information is provided based on information available from third parties at the time, and may not account for claims that have been incurred, but not yet processed or paid, by your insurer or benefit administrator, and/or information you provide to your employer. Benbase’s ability to provide information on your specific claim costs and activity is dependent on the specific insurance carriers and benefit administrators chosen by your employer, and may not be available for all users. If there is ever any discrepancy between the claim cost information displayed on the Service, and the claim cost information detailed in the insurance carrier or benefit administrator’s systems, the insurance carrier or benefit administrator’s records will govern. 

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Benbase is not an insurer and does not issue insurance policies. Benbase also does not process or facilitate any insurance claims or payments. Benbase does not give professional advice and is not in the business of providing legal, financial, accounting, health care, retirement, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

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Health Related Content: Any health-related information, data, software, photographs, graphics, videos, text, images, typefaces, sounds and other material residing on the Service describes general principles of health care that should not be construed as specific instructions for individual patients. It is not intended as a substitute for a consultation between patients and their health care provider, and should not be used to diagnose or treat a health problem without consulting a qualified health care provider. It is for reference only and should not be used to determine treatment for specific medical conditions—only a health care provider can do that. You understand and agree that in no event will Benbase be liable for any decision made or action taken in reliance on the information contained on, or accessible through, the Service. Reliance on any information provided by, or otherwise appearing on, the Service is solely at your own risk.

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Voluntary Insurance Disclaimer: As part of the Service, Benbase may provide you with summary information about insurance plans, products or other services available to you individually via third-party insurers. The information displayed on Benbase is summarized and is not intended to replace the insurance policy documents issued by each insurer, nor the enrollment records maintained by each insurer. If there is ever any discrepancy between the insurance plan or policy information displayed on the Service, and the insurance plan or policy information detailed in the insurance carrier’s plan documents, the insurance carrier’s plan documents or records will govern. Benbase does not facilitate or process any agreements with or payments to or from such insurers; you will be directed to an insurer’s website to make any purchases or enter into any agreement. Benbase is not an insurer and does not issue insurance policies. You understand and agree that Benbase: (a) does not direct, have any control over, employ, or endorse any third party insurers, insurance plans, products, or services and has no control over the acts or omissions of any such insurers; (b) makes no representations, warranties or guarantees about the quality, suitability, safety or legality of the services provided by any such insurer;(c) does not vet, screen or conduct any kind of identity or background checks of any such insurers; and (d) is not responsible for payment for services furnished by any insurer. You should exercise caution and perform your own independent assessment of any such insurer before purchase any insurance plan, product or service. By using the Service, you acknowledge and agree that you are solely responsible for the communication or agreement you have with, and any care or services, you may receive from, any such insurer, and any payment you may owe to any such insurer.

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While Benbase may interact with insurers who meet certain requirements as established by regulatory authorities from time to time in the course of providing its Services, Benbase make no representation, guarantee or warranty as to the solvency or ability of any insurer to pay any amounts for insurance claims or otherwise.

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Compensation may be paid to Benbase or its affiliates based on the insurance contract the producer sells. Depending on the insurer(s) and insurance contract(s) the purchaser selects, as well as the arrangement between the producer and the purchaser, compensation will be paid by the insurer(s) selling the insurance contract or by another third party. Such compensation may vary depending on a number of factors, including the insurance contract(s) and the insurer(s) the purchaser selects.

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In placing, renewing, consulting on, or servicing Your insurance coverages, Benbase and its affiliates may participate in contingent commission arrangements with insurance companies that provide additional compensation, if, for example, certain underwriting, profitability, volume or retention goals are achieved. 

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No Fiduciary Duty: Accordingly, Benbase and/or its affiliates may have economic interests that may conflict with yours. You hereby agree that nothing on this site, in any documents or agreements or otherwise will be deemed to create an advisory, actual or implied fiduciary relationship between any Benbase and/or its affiliates, on the one hand, and you on the other. You agree that Benbase has assumed no  fiduciary responsibility in your favor with respect to any transactions which may be entered pursuant to information on this site. You further agree that Benbase owes no obligation to you except as may be set forth in agreements between you and Benbase. You acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deem appropriate before entering into any transactions and that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that Benbase owes a fiduciary or similar duty to you under any circumstances.

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Provider Disclaimer: As part of the Service, Benbase may provide you with third party information about Providers’ network participation with your health plan (for example, providing information about which Providers participate with the health plan offered by your employer). A healthcare provider or facility’s network contract is between the Provider and the insurer alone, and may change without notice. You understand and agree that Benbase: (a) does not direct, have any control over, employ, or endorse any Providers and has no control over the acts or omissions of any Providers; (b) is not responsible or liable in any manner for the performance or conduct of any Providers; (c) makes no representations, warranties or guarantees about the quality, suitability, safety or legality of the services provided by any Provider, the qualifications, identity or background of any Providers or about your interactions or dealings with any Providers; (d) does not vet, screen or conduct any kind of identity or background checks of any Providers; (e) is not responsible for payment for services furnished by any Provider, and (f) makes no guarantee about the accuracy of this network information, the accuracy of claims processing by your health insurer, or the accuracy of billing by a Provider. You should exercise caution and perform your own independent assessment of Providers before receiving care from any Providers. You should independently verify that a Provider is in your insurance network and/or their geographical proximity to you before receiving any services; we cannot ensure that any Provider is or remains in your insurance network. By using the Service, you acknowledge and agree that you are solely responsible for the communication you have with, and any care or services, you may receive from, any Provider, and any payment you may owe to any Provider.

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Medical Advice Disclaimer: AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT BENBASE DOES NOT PROVIDE ANY MEDICAL DIAGNOSIS OR TREATMENT SERVICES OR ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR ENDORSEMENTS REGARDING ANY MEDICAL INFORMATION THAT YOU MAY OBTAIN THROUGH THE SERVICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE. NO HEALTH CARE PROVIDER/ PATIENT RELATIONSHIP IS CREATED BETWEEN BENBASE AND AN INDIVIDUAL WHEN AN INDIVIDUAL USES THE SERVICE.

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Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, music, sound, images, information, data, text, software, photographs, graphics, messages or other materials (“content”) that you upload, share, input, post, publish, email or display (hereinafter, “share”) via the Service (collectively, the “User Content”). You agree to use the Service only as directed and approved in support of the Service. Benbase reserves the right to investigate and take appropriate legal action against anyone who, in Benbase’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service:

a) to share any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any Law or under contractual or fiduciary relationships; (iii) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes offensive, constitutes, unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi is illegal, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (vii) is false, misleading, or otherwise deceptive; or (viii) in the sole judgment of Benbase, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or may expose Benbase or its users to any harm or liability of any type;

b) to interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

c) in violation of any applicable Law;

d) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) to solicit personal information from anyone under the age of 18;

f) to harvest or collect email addresses or other contact information or personally identifiable information of other users of the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g) to circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks or take any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

h) to copy or store any significant portion of the Service Content;

i) in furtherance or promotion of any criminal activity or enterprise or provide instructional information about illegal activities;

j) to obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service; or

k) in any other manner that Benbase determines, in its sole discretion, is illegal or improper.

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Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

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US Use Only: This Service is hosted in the United States and is intended only for users located in the United States. Benbase makes no representation that the materials are appropriate or available for use outside the United States. If you access our Service from outside the United States, you will be responsible for compliance with all local Laws. You agree to comply with all Laws applicable to your use of our Service. Note also that information submitted by you to us may be transmitted to and shared with third parties located in other countries, in order to provide Service to you.

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Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.

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Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and Laws. Except as expressly authorized by Benbase, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Benbase from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. 

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Trademarks: The Benbase name and logos are trademarks and service marks of Benbase (collectively the “Benbase Trademarks”). Other business, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Benbase. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Benbase Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Benbase Trademarks will inure to our exclusive benefit.

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Third Party Material: Under no circumstances will Benbase be liable in any way for any content or materials of any third parties (including users or Providers, or any insurer), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Benbase does not pre-screen content, but that Benbase and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Benbase and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Benbase, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

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User Content Transmitted Through the Service: With respect to User Content, you represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant Benbase and its affiliated companies, successors and assigns a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual and irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service in any form, medium or technology now known or later developed including the promotion, advertising or marketing thereof, to develop and improve the Service and other Benbase Offerings, for our other business purposes, and as otherwise set forth in our Privacy Policy. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content. You represent and warrant that any authorized use of your User Content by Benbase does and will not violate, misappropriate or infringe on the rights of any third party, including privacy rights, publicity rights, and intellectual property rights.

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You hereby authorize Benbase and its third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and to derive statistical and usage data relating thereto (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy.

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You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Benbase are non-confidential and Benbase will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

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You acknowledge and agree that Benbase may preserve content and may also disclose content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Benbase, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

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Our Obligations

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To provide and process the Service to you, Benbase shares your personally identifiable information with our authorized service providers that perform certain services or functions on our behalf. Benbase may be required by Law to disclose information you have provided in using the Service. Benbase may also disclose information where someone poses a threat to Benbase’s interests (such as user fraud) or whose activities could bring harm to others. In addition, it may be necessary in the reasonable opinion of officials of Benbase that certain information be provided to third parties, such as law enforcement authorities or governing bodies for a particular health care provider. In the event that Benbase receives a court order to disclose information on the Service about you or your activities on the Service, you agree that such information may be disclosed.

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Third Party Websites

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The Service may provide, or third parties may provide, links or other access to other services, sites and resources on the Internet, including to Providers or third party providers of voluntary insurance policies, products or services (“Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Benbase has no control over such Third-Party Services and Benbase is not responsible for such Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Company, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Benbase does not endorse such sites and resources. You further acknowledge and agree that Benbase will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service, including any such insurers or Providers, are between you and the third party, and you agree that Benbase is not liable for any loss or claim that you may have against any such third party.

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In addition, Benbase is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with these Third-Party Services. As such, Benbase is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third-Party Services. Benbase enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

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Indemnity and Release

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To the extent permitted under applicable law, you agree to defend, indemnify and hold harmless Benbase and its affiliates and their officers, employees, service providers, licensors, directors and agents (collectively, “Benbase Parties”) from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Benbase will provide notice to you of any such claim, suit, or proceeding. Benbase reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Benbase’s defense of such matter. You may not settle or compromise any claim against the Benbase Parties without Benbase’s written consent.

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Disclaimer of Warranties

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YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE BENBASE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

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THE BENBASE PARTIES MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE SERVICE CONTENT OR OTHER CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, WILL BE UP-TO-DATE, ACCURATE, RELIABLE OR CORRECT, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

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TO THE EXTENT PERMITTED BY LAW, THE BENBASE PARTIES EXPRESSLY DISCLAIM, AND YOU HEREBY EXPRESSLY RELEASE THE BENBASE PARTIES FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO YOUR INTERACTIONS OR COMMUNICATIONS OR DEALINGS WITH ANY PROVIDER OR THIRD PARTY INSURER, INCLUDING ANY CARE OR SERVICES PROVIDED BY ANY PROVIDER OR SUCH INSURER, ANY ACTS AND/OR OMISSIONS OF PROVIDERS OR SUCH INSURER OR PAYMENT DISPUTES.

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Limitation of Liability

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YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BENBASE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BENBASE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) 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 THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) ANY SERVICES OR CARE PROVIDED BY A PROVIDER OR ANY INSURER; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE BENBASE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BENBASE IN THE LAST SIX (6) MONTHS (IF ANY), OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

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SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

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IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES”, AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

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Dispute Resolution By Binding Arbitration: 

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PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

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a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Benbase, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Benbase are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

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b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND BENBASE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BENBASE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

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c. Pre-Arbitration Dispute Resolution

Benbase is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at myadvisor@benbase.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Benbase should be sent to 2261 Market St STE 5580 San Francisco CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Benbase and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Benbase may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Benbase or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Benbase is entitled.

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d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable Law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

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Unless Benbase and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Benbase agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

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e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Benbase or you under the AAA Rules, Benbase and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Benbase will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Benbase will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

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f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

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g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

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h. Future Changes to Arbitration Agreement

Notwithstanding any provision in this Terms of Service to the contrary, Benbase agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Benbase written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

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Termination

You agree that Benbase, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Benbase believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Benbase may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Benbase may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Benbase will not be liable to you or any third party for any termination of your access to the Service.

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User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Benbase will have no liability or responsibility with respect thereto. Benbase reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

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General

These Terms of Service (together with the terms incorporated herein by reference herein) constitute the entire agreement between you and Benbase and govern your use of the Service, superseding any prior agreements between you and Benbase with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or Third-Party Services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Benbase agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, Calfiornia. The failure of Benbase to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Benbase, but Benbase may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Company will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Company’s reasonable control.

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