THESE TERMS CONTAIN IMPORTANT DISCLAIMERS AND LEGAL INFORMATION
BY CHECKING THE “I ACCEPT THE TERMS AND CONDITIONS OF USE” BOX LOCATED BELOW, OR YOU ACCESSING OR USING ANY PART OF THE SITE OR ANY PLAN, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY THE AGREEMENTS. YOU UNDERSTAND THAT THESE TERMS AND THE AGREEMENTS APPLY TO YOUR USE OF THE SITE AND THE PLANS, AND YOU AGREE TO BE LEGALLY RESPONSIBLE FOR SUCH USE. IF YOU DO NOT AGREE TO THE FOREGOING, YOU MAY NOT COMPLETE THE REGISTRATION FORM AND YOU MAY NOT ACCESS OR USE THE SITE OR ANY PLAN. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT.
REGISTRATION FOR SERVICES; ENROLLMENT FEE NON-REFUNDABLE
To become a “Registered User” of the Site, you must successfully register and pass a credit check at www.ourhealthpartner.com. Once submitted, the enrollment fee becomes the sole property of Health Partner and will not be refunded or returned for any reason. You agree to provide true, accurate, current, and complete information about you as prompted during the registration process. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, Health Partner reserves the right to suspend and/or terminate the use of the Site and any Plan by you.
As part of the registration process, you will be asked to select a user name and password. Health Partner may refuse to grant a user name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by Health Partner in its sole discretion. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE USER NAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING SUBMISSION OF CREDIT APPLICATIONS) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING USE OF THE PLANS
You hereby represent that you are at least eighteen (18) years of age. In addition, each time you apply for a plan offered on the Site, you represent and warrant that the information provided to Health Partner in connection with becoming a Registered User is true, accurate, current and complete. All such representations and warranties are relied upon by Health Partner. By becoming a Registered User, you authorize Health Partner to make any and all inquiries as Health Partner in its sole discretion considers necessary to verify the information provided by you. Health Partner may require you to submit proof of age, identity and place of residence as it may require, at any time. Health Partner reserves the right to suspend and/or terminate the use of the Site and the Plans by you where it has grounds to suspect that any of the information you have provided to Health Partner is untrue, inaccurate, not current or incomplete. You maintain the responsibility to promptly update all such information to keep it true, accurate, current and complete. For purposes of this Section 3, “Health Partner” shall refer to, collectively, Health Partner and its subsidiaries, members and affiliated companies, agents, representatives, successors or assigns, and/or any other person, company or firm working or affiliated with Health Partner in any capacity.
The Site may contain text, images, audiovisual productions, opinions, statements, facts, articles, or other information created by Health Partner or by third parties (“Content“). Such Content is for the reference for you only and should not be relied upon by you or for any purpose. The Content may not be copied, duplicated, distributed, downloaded (unless as required in order to use a Plan), sold or otherwise exploited by you in any way, except as agreed to in writing by Health Partner. Health Partner is not responsible for the Content’s accuracy and reliability.
LINKS AND ADVERTISING
From time to time, the Site may contain hyperlinks (“Links“) to third party Web sites and/or banner advertising and/or sponsorships operated by or referring to third parties and their goods and services (“Advertising“). Such Links and Advertising are for the reference of you only, and Health Partner neither controls such linked Web sites or Advertising nor is Health Partner liable or responsible for their content. Display of such Links or Advertising on the Site does not imply or express any endorsement by Health Partner or any individuals or entities referred to in the Content on such linked Web sites, or of such Health Partner or Advertising, or any association with their operators. You may direct any comments or concerns regarding any such Links or Advertising on the Site to Health Partner, as set forth below. You are solely responsible for any charges or obligations that may be incurred as a result of any dealings with such Web site operators or Advertisers. Other Web sites may also have a link to the Site posted on their Web site; you hereby acknowledge and agree that Health Partner is not responsible for the content of any such Web site or the actions of any operator of any such Web site.
COPYRIGHTS, TRADEMARKS AND SERVICE MARKS
The Site and all materials on the Site including, without limitation, software, images, text, graphics, illustrations, logos, photographs, audio, videos and music (the “Intellectual Property“) are or may be protected under United States and worldwide copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws (collectively, “Intellectual Property Rights”) that are owned or licensed, in whole or in part, by Health Partner or otherwise used with permission of their respective owners. The Intellectual Property may not be manipulated, edited, reproduced, performed, republished, uploaded to or downloaded from, posted, transmitted, sold, transferred or otherwise distributed or exploited in any manner whatsoever from the Site or any other Web site owned or operated by Health Partner without its prior written consent, which may be withheld in Health Partner’s sole discretion. Any manipulation of the Site or any portion thereof or any of the Intellectual Property, or use of any of the foregoing for any other purpose (except as necessary to use a Plan on the Site) constitutes an infringement of Health Partner’s or the respective third party owner’s Intellectual Property Rights. Any use of any portion of the Site (except as necessary to use a Plan on the Site) or any Intellectual Property on any other Web site or other networked computer environment is prohibited without Health Partner’s prior written consent, which may be withheld in Health Partner’s sole discretion. You represent that you or is the sole author and proprietor of any information or ideas submitted to Health Partner by you or , and that no information or ideas submitted by you or has been registered for copyright protection in any jurisdiction or has been previously published in any form.
You agree to defend, indemnify and hold harmless (each, an “Health Partner Party” and, collectively, the “Health Partner Parties”), (i) Health Partner and its subsidiaries and each of their officers, managers, agents, directors, members, affiliates, interest holders, stockholders, employees and content providers and (ii) each other person, company or firm (including but not limited to its parent and subsidiaries and each of their respective officers, managers, agents, directors, members, affiliates, interest holders, stockholders, employees and assigns) that has engaged Health Partner to operate, maintain or host any Plan or is otherwise working or affiliated with Health Partner in any other capacity, from any claims, actions, losses, damages, liabilities, judgments, settlements, and other costs and expenses (including attorneys’ fees and disbursements) arising out of or relating to: (1) breach or failure of your obligations under the Agreements by you or , (2) the placement by you or of a link to the Site on any Web site or in any e-mail, or (3) use of the Site or participation in any activities arising from the Site by you or , including but not limited to, the Plans. Such indemnity shall include any costs and expenses incurred by Health Partner in any actions taken to enforce this indemnity. FOR THE SAKE OF CLARITY, YOU AGREE TO BE RESPONSIBLE AND INDEMNIFY THE HEALTH PARTNER PARTIES FOR ANY ACTION OF GIVING RISE TO AN INDEMNFICIATION OBLIGATION TO THE COMPANY UNDER THIS SECTION 8.
DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY ACT OR OMISSION OF HEALTH PARTNER OR ANY OTHER HEALTH PARTNER PARTY, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER HEALTH PARTNER NOR ANY OTHER HEALTH PARTNER PARTY IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU . YOU AGREE THAT USE OF THE SITE IS ENTIRELY AT THE RISK OF YOU . THE SITE, THE CONTENT AND THE PLANS ARE PROVIDED “AS IS,” AND “AS AVAILABLE” FOR THE PERSONAL USE ONLY OF YOU , WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH HEALTH PARTNER OR THE SITE. HEALTH PARTNER AND EACH OTHER HEALTH PARTNER PARTY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY AND ACCURACY OF CONTENT, INFORMATION, PRODUCTS OR SERVICES; AND (B) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PROCESS.
NEITHER HEALTH PARTNER NOR ANY OTHER HEALTH PARTNER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE BY YOU OR OR THE INABILITY OF YOU OR TO GAIN ACCESS TO OR USE THE SITE OR THE CONTENT. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL IDEAS ON THE SITE OR SUBMITTED TO HEALTH PARTNER. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU OR ; IN SUCH JURISDICTIONS, HEALTH PARTNER’S OR A HEALTH PARTNER PARTY’S POTENTIAL LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN THE EVENT THAT THIS SECTION 9 IS DETERMINED BY ANY COURT TO BE UNENFORCEABLE, YOU AGREE THAT ANY CLAIM THAT YOU OR BRING AGAINST HEALTH PARTNER OR ANY OTHER HEALTH PARTNER PARTY SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND SUCH CLAIM SHALL NOT BE CONSOLIDATED WITH THE HEARING OR OTHER PROCEEDING (INCLUDING WITHOUT LIMITATION ANY OTHER SUIT OR CLASS ACTION) BROUGHT BY OR AGAINST ANOTHER USER OR ANY HEALTH PARTNER PARTY WITHOUT HEALTH PARTNER’S EXPRESS WRITTEN CONSENT.
VALIDITY OF ELECTRONIC/INTERNET CONTRACTS
The Agreements shall have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand executed agreement are subject will govern the Agreements. A printed version of the Agreements shall be admissible in judicial or administrative proceedings based upon or relating to the Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
CHOICE OF LAW
THE AGREEMENTS WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, APPLICABLE TO AGREEMENTS MADE AND WHOLLY PERFORMED IN THAT STATE, WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF.
FORUM SELECTION AND CONSENT TO PERSONAL JURISDICTION
The parties agree that any lawsuit or other proceeding relating to or arising from the Agreements shall be brought in the United States District Court for the Eastern District of North Carolina, Raleigh Division, which shall have sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the courts of the State of North Carolina in Wake County shall have sole and exclusive jurisdiction. The parties (i) agree that any of the specified federal or state courts shall be proper venue for any such lawsuit or judicial proceeding, (ii) waive any objection to such venue, (iii) consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts, and (iv) agree that process in any action or proceeding referred to herein may be served on any party anywhere in the world
If you wish to contact Health Partner for any reason, please send your inquiries via mail or email to www.ourhealthpartner.com
The Agreements constitute the entire agreement between you and Health Partner and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Health Partner with respect to the Site and the Plans.
Waiver of any breach or default under any provision of the Agreements shall not be effective unless it is in writing and executed by Health Partner, and shall not be deemed to be, and shall not be, a waiver of any subsequent or continuing breach of, or default under, such provision or of any other provision.
If any provision of the Agreements is deemed invalid or unenforceable for any reason, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreements shall continue in full force and effect.
You agree that the Agreements and all incorporated agreements may be assigned by Health Partner, in its sole discretion, to any third party.
Paragraph headings are solely for the convenience of reference and shall not be given any weight or effect in the interpretation or construction of the Agreements.
Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of the Agreements, including without limitation this Section 14.
This Agreement is in effect as of and was last updated September 28, 2019.