Effective: September 2023
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE AND YOU MUST PROMPTLY CEASE USING IT.
By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described in Section 14 below. Any controversy, allegation, or claim that arises out of or relates to the Site, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration provisions will remain in force.
- Your Access to the Site
- Permitted Use and Restrictions
- User Accounts and Security
- Idea Submissions
- Intellectual Property Rights
- Third-Party Sites and Services
- Warranty Disclaimer
- Limitation of Liability
- Communication Between Us
- Governing Law
- Dispute Resolution
- Notice for California Residents
- Additional Important Terms
- Changes to These Terms
- Contact Information
1. Your Access to the Site
1.1 Internet Access
When using the Site on your mobile, laptop, desktop, or other device (your “Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device and (ii) any Internet connection and telecommunications fees and charges that you incur.
1.2 Your Device
Health Insurance Exchange is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Site, including, but not limited to screen display operation features of your Device.
1.3 No Guarantee
Access to the Site may be suspended temporarily and without notice (i) in the event of system failure, (ii) for maintenance or repair, (iii) where we reasonably suspect there has been a breach of these Terms, (iv) for reasons reasonably beyond our control, or (v) as otherwise explained in these Terms.
2. Permitted Use and Restrictions
2.1 License Grant
Subject to the terms and conditions of these Terms, Health Insurance Exchange hereby grants you a limited, non-exclusive, personal, non-transferrable, non-sublicensable, non-assignable license to access and use the Site (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your personal use on a Device that you own or control. We reserve all other rights that are not granted in these Terms.
2.2 Use Restrictions
You may not access or use the Site in any way that is not expressly permitted by these Terms. You may not: (i) cause, permit or authorize the modification, copy, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Site; (ii) sell, assign, rent, lease, or grant rights in the Site, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Site for any unlawful, prohibited, abnormal, or unusual activity as determined by Health Insurance Exchange in its sole discretion.
You may only use the Site if you are 18 years of age or older. Individuals under the age of 18 are not permitted to use the Site.
We may, but are not obligated to, monitor, or review our Site at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Site pursuant to Section 11 (Termination) below.
2.5 Violation of these Terms
You must not use (or permit a third-party to use) the Site:
(i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Site or any operating system used by the Site; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to collect or harvest any information or data from the Site or our systems or attempt to decipher any transmissions to or from the servers running the Site;
(iv) via use of a robot, spider, or other automated device to monitor or copy the Site or any information provided by the Site; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; or (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Health Insurance Exchange has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.
4. User Accounts and Security
4.1 User Accounts
To use certain features of the Site, such as the HIE Client Portal, you may be required to create an account and provide us with an email address, password, your first and last name, and certain other information about yourself. You are solely responsible for the information associated with your account and anything that happens related to your account. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete. Your failure to maintain true, accurate, current, and complete account information, may result in your inability to access or use our Site.
4.2 Account Security
Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account passwords. You agree to notify Health Insurance Exchange immediately if you become aware of any unauthorized use of your password or your account.
4.3 Account Sharing or Transfers
Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.
4.4 Account Deletion by You
You may delete your account at any time. You may delete your account by contacting us at the information in Section 18 (Contact Information) below.
4.5 Account Deletion by Us
Health Insurance Exchange may terminate your account at any time for any reason or no reason, including if: (a) Health Insurance Exchange determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Health Insurance Exchange; (b) Health Insurance Exchange determines it is required by law to terminate your account; or (c) Health Insurance Exchange decides to stop providing the Site or critical portions of the Site. When terminating your account, Health Insurance Exchange may delete your account and the information in it. You have no ownership rights to your account.
5. Idea Submissions
We welcome feedback from our users and appreciate your comments regarding our Site. However, our company policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. This policy is intended to help us, and our customers avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.
6. Intellectual Property Rights
The Health Insurance Exchange name and logo are trademarks and service marks of Health Insurance Exchange. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.
You acknowledge that all intellectual property rights in the Site, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all other content in the Site and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Health Insurance Exchange, and are protected by intellectual property laws. Except for your Submitted Content, you acknowledge and agree that Health Insurance Exchange, and/or its licensors, own all right, title, and interest in and to the Site, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time and that the Site is protected by U.S. and international copyright laws. Further, you acknowledge that the Site may contain information that Health Insurance Exchange has designated as confidential, and you agree not to disclose such information without Health Insurance Exchange’s prior written consent. Nothing posted on the Site grants a license to any Health Insurance Exchange trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read on the Site is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Health Insurance Exchange. When accessing the Site, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.
7. Third-Party Sites and Services
The Site may contain links to or allow you to share content directly with other third-party websites (“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk.
These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.
You agree to indemnify and hold us and our affiliates and parent company, and their respective business partners, licensees, licensors, officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs), arising out of or in connection with: (a) your use of the Site; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.
9. Warranty Disclaimer
WE PROVIDE THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SITE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SITE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content included on the Site is accurate, complete, or up to date.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SITE WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SITE AND ALL INFORMATION AND CONTENT INCLUDED ON THE SITE.
No information or advice obtained through the Site, or affirmation by us, by words or actions, shall constitute a warranty.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
10. Limitation of Liability
IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE OR YOUR INABILITY TO ACCESS OR USE THE SITE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SITE OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF HEALTH INSURANCE EXCHANGE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your sole remedy for dissatisfaction with the Site including, without limitation, content offered on the Site, is to stop using the Site. Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Site or any links on the Site, as well as by reason of any information or advice received through or advertised in connection with the Site or any links on the Site. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Site.
In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Site or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Site must be brought within one year after such claim or cause of action arises or be forever barred.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, HEALTH INSURANCE EXCHANGE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON HEALTH INSURANCE EXCHANGE’S GOVERNING LAW PROVISION SET FORTH BELOW.
We may terminate these Terms and/or terminate your permission to use the Site immediately, without prior notice or liability, if (a) you commit any breach of these Terms, (b) we discontinue the Site, or (c) we are prevented from providing the Site for any reason.
Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Site and/or your access to it at any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.
On termination of these Terms for any reason: (x) all rights granted to you under these Terms will cease immediately, (y) you must immediately cease all activities authorized by these Terms (including your use of the Site), and (z) you acknowledge that we may restrict your access to the Site. Sections 3, 5, 6, and 8–16 will survive any termination or expiration of these Terms.
12. Communication Between Us
If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us as indicated in Section 18 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.
13. Governing Law
These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of Texas in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of Texas or any other jurisdiction). You and Health Insurance Exchange agree that, except as otherwise provided below, the state and federal courts located in the County and City of Dallas, Texas, will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your use of the Site and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Health Insurance Exchange shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
14. Dispute Resolution
14.1 User Concerns
Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details in Section 18 (Contact Information) below.
14.2 Arbitration Procedures
In the event your concern cannot be resolved informally, you and Health Insurance Exchange agree that, except as provided in Section 14.5 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 14 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.
Except as otherwise set forth in Section 14.5 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Health Insurance Exchange will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (i) you and Health Insurance Exchange may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
The arbitration will take place in the City and County of Dallas, Texas, United States of America, unless the parties agree to video, phone, or internet connection appearances.
You and Health Insurance Exchange agree that any arbitration shall be limited to the Claim between Health Insurance Exchange and you individually. YOU AND HEALTH INSURANCE EXCHANGE AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
14.5 Exceptions to Arbitration
You and Health Insurance Exchange agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
14.6 Arbitration Fees
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and Health Insurance Exchange agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 14.5), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 14.5 is found to be illegal or unenforceable then neither you nor Health Insurance Exchange will elect to arbitrate any Claim falling within that portion of Section 14.5 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the City and County of Dallas, Texas, United States of America, and you and Health Insurance Exchange agree to submit to the personal jurisdiction of that court.
15. Notice for California Residents
In accordance with California Civil Code §1798.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
16. Additional Important Terms
The rights granted to you under these Terms may not be assigned without Health Insurance Exchange’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
Except as otherwise provided in Section 14.7, if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
16.3 Attorneys’ Fees
In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 14.6, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.
16.4 No Wavier
Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Health Insurance Exchange of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.
16.5 Equitable Remedies
You acknowledge and agree that Health Insurance Exchange would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
16.6 Entire Agreement
These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Health Insurance Exchange with respect to the Site and supersedes any and all prior agreements between you and Health Insurance Exchange relating to the Site.
We may transfer our rights and obligations under these Terms to another organization but this will not affect your rights or our obligations under these Terms.
17. Changes to These Terms
We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Site (we may also email you about any material changes to these Terms). We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Site (or any part of it) with or without notice.
18. Contact Information
If you have any questions or comments relating to the Site or these Terms, please contact us at firstname.lastname@example.org or (972) 991-6500.