Terms
TERMS OF USE AGREEMENT
1. INTRODUCTION AND ACCEPTANCE
Welcome to the Humana Engagement Source brought to you by Humana Behavioral Health, Concentra or Humana, all Humana companies, (referred to as “us," "we," or "our") on and through the website ("us," "we," or "our"). We are pleased to offer Wellness engagement support services on and through our website, https:// engagement.humana.com (the “Website”), to our employer partners as part of our Humana Wellness Solution services.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE. BY ACCESSING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 13 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE.
2. WEBSITE ACCESS AND SERVICES AVAILABILITY
(A) When you utilize the Humana Engagement Source, you will have access to materials, tools, group orientation sessions, regular support meetings and information that will assist and support you to develop your own company wellness promotional plan to help you drive engagement into your wellness programs and services. Access to our Website and services is provided for the purposes set forth in the preceding sentence. Any other access to or use of this Website or our services is unauthorized.
(B) When using the Website or our services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available on our Website or through our services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print content or both. In such a case, you may download or print (as applicable) one copy of such content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing such content. Additionally, should use choose to download and implement your own employer-sponsored Wellness Challenges provided to you from the Website, you agree to notify participants of the wellness challenges that participation is at their own risk and they should consult a licensed physician before commencing any physical exercise or diet program.
(C) Furthermore, except as expressly permitted in these Terms of Use, you may not:
(i) use the Website or services for the purpose of creating, developing, or promoting any enterprise, whether for profit or non-profit;
(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or information that we may provide through our services;
(iii) circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or services;
(iv) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy content from publicly accessible portions of the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
(v) collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, email addresses;
(vi) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;
(vii) decompile, reverse engineer, or disassemble any portion of any the Website;
(viii) use network-monitoring software to determine architecture of or extract usage data from the Website;
(ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity; or
(x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce.
(D) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
(E) If you participate in our services, a group orientation session between you, other users and your Account Representative will be scheduled. . It is our goal that our Website and services be available 24 hours per day, 7 days per week. However, there may be brief periods where the Website is down, our services are unavailable, or both, whether for routine maintenance, to correct technical difficulties, or for some other reason beyond our control. Availability of our Website and services are subject to change at any time in our sole discretion.
3. REGISTRATION
(A) In order to subscribe to our services or to access certain areas of our Website, you must become a registered user. To become a registered user, you must be employed by one of our clients and that client, in turn, must have requested permission and/or paid for the right for you to subscribe to our services.
(B) You will be provided with a user name and password from your Account Representative. You are responsible for safeguarding and maintaining the confidentiality of your user name and password. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to notify us immediately at the Humana Privacy Office of any unauthorized use (or attempted unauthorized use) of your Account.
Humana Privacy Office
PO Box 1438
Louisville, KY 40202
Or by e-mail at privacyoffice@humana.com
4. CONFIDENTIALITY. Information that may be disclosed to you through use of our Website and/or services including, without limitation, software, documentation, and know-how related to our engagement services is confidential and proprietary to us, our licensors, or both. You agree to maintain such information in strict confidence and use such confidential information only for the purpose for which it was disclosed. You agree not to disclose such confidential information to third parties unless authorized by us to do so. These restrictions shall not be construed to apply to information which you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you; (ii) becomes publicly known and made generally available to the public through no action or inaction by you; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure as shown by your documents and other competent evidence prior to the time of disclosure.
5. ACCOUNT CANCELLATION
If you subscribe to our services, then you may cancel your Account by providing three (3) days prior written notice to us at customerservice@hummingbirdcoaching.com. Upon cancellation of your Account, these Terms of Use will terminate. In addition, Humana reserves the right to immediately cancel your account if your employer informs us that you are no longer working the company as the designated wellness contact.
6. TERMINATION
(A) These Terms of Use are effective until terminated by you or us. If you have subscribed to our services, then you may terminate these Terms of Use by cancelling your Account as set forth above in Section 6(A). Regardless of whether you have an Account, then we may terminate these Terms of Use by providing three (3) days written notice to you unless your employer informs us that you are no longer working for them, in which case we may terminate your Account immediately. Upon termination from your employer, you must cease your use of our Website and services.
(B) Subject to applicable law, we reserve the right in our sole discretion and at any time suspend your Account or block your access to the Website and services, if we reasonably believe that you have violated the letter or spirit of these Terms of Use. You agree that we shall not be liable to you or any third party for any suspension of your Account or for blocking your access to the Website or services. Any suspension of your Account shall not affect your obligations to use under these Terms of Use.
(C) The provisions of these Terms of Use which by their nature should survive these Terms of Use shall survive including, but not limited to any rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, any third-party beneficiary clauses, provisions related to intellectual property ownership and user confidentiality obligations, and all of the miscellaneous provisions in Section 15. We reserve the right to delete any or all program or data files associated with your Account upon cancellation or termination of your Account or termination of these Terms of Use.
7. INTELLECTUAL PROPERTY. The Website and services and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Website or in connection with our services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Website or our services. Any rights not expressly granted in these Terms of Use are expressly reserved.
8. DISCLAIMERS. THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, HCS, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANY, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS AND VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY, THE “HCS ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES , EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE WEBSITE OR SERVICES; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) WARRANTIES THAT YOUR USE OF THE WEBSITE OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY OUR COACHES OR US SHALL CREATE A WARRANTY OF ANY KIND.
9. LIMITATION ON LIABILITY
(A) UNDER NO CIRCUMSTANCES SHALL THE HUMANA ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE LS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE SERVICES, OR THESE TERMS OF USE WHETHER DIRECTLY OR INDIRECTLY. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES THAT RESULT FROM (1) NEGLIGENCE OF AN HCS ENTITY; (2) THIRD-PARTY STATEMENTS, CONTENT, OR CONDUCT MADE AVAILABLE ON OR THROUGH OUR WEBSITE OR SERVICES; (3) ANY USE OF GOODS, SERVICES, OR INFORMATION RECEIVED THROUGH OR IN CONNECTION WITH OUR WEBSITE OR SERVICES, LINKED TO FROM OUR WEBSITE OR SERVICES, OR ADVERTISED IN CONNECTION WITH OUR WEBSITE OR SERVICES; (4) ANY OTHER MATTER RELATING TO OUR WEBSITE, SERVICES, OR THESE TERMS OF USE; OR (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR SERVICES IS TO STOP USING THE WEBSITE AND, IF APPLICABLE, CANCEL YOUR ACCOUNT.
(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE HUMANA ENTITIES EXCEED THE GREATER OF (1) THE TOTAL PAYMENTS RECEIVED FROM YOU BY HUMANA DURING THE TWELVE (12) MONTH PERIOD PRECEDING YOUR CLAIM, IF ANY; OR (2) $500.00. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY ACCESS OR USE OF THE WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
10. INDEMNIFICATION. You agree to indemnify and hold harmless the Humana Inc. Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website or services; (ii) User Content provided by you or through use of your Account; or (iii) any actual or alleged violation or breach by you of these Terms of Use. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
11. COPYRIGHT POLICY (If we use the file manager)
(A) We respect the intellectual property rights of others and expect our users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Account of persons suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
Name: Melissa Gunter
2102 W. John Carpenter Freeway
Telephone Number: 800-240-8388
Fax 877-335-0019
Email: Privacyoffice@humana.com
(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
12. AMENDMENT; ADDITIONAL TERMS
(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website, our services, or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use the Website, our services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(B) Modifications to these Terms of Use or Additional Terms will be effective upon three (3) days’ notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review these Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms of Use or to any Additional Terms, immediately discontinue use of the Website and, if applicable, cancel your Account.
13. THIRD PARTY CONTENT AND LINKS
(A) The Website may contain third-party content or we may provide third-party content through our services. In some cases, this content may be posted by users of our Website or services. In other cases, we may post third-party content on our Website or provide it through our services. Such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.
(B) The Website may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
14. MISCELLANEOUS (As needed and apply)
(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.
(B) These Terms of Use (including any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(C) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.
(D) You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on this Website. 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.
(E) These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Website, the services, or these Terms of Use shall be brought exclusively in the state and federal courts of Hamilton County, Ohio and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
1. INTRODUCTION AND ACCEPTANCE
Welcome to the Humana Engagement Source brought to you by Humana Behavioral Health, Concentra or Humana, all Humana companies, (referred to as “us," "we," or "our") on and through the website ("us," "we," or "our"). We are pleased to offer Wellness engagement support services on and through our website, https:// engagement.humana.com (the “Website”), to our employer partners as part of our Humana Wellness Solution services.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE. BY ACCESSING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 13 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE.
2. WEBSITE ACCESS AND SERVICES AVAILABILITY
(A) When you utilize the Humana Engagement Source, you will have access to materials, tools, group orientation sessions, regular support meetings and information that will assist and support you to develop your own company wellness promotional plan to help you drive engagement into your wellness programs and services. Access to our Website and services is provided for the purposes set forth in the preceding sentence. Any other access to or use of this Website or our services is unauthorized.
(B) When using the Website or our services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available on our Website or through our services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print content or both. In such a case, you may download or print (as applicable) one copy of such content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing such content. Additionally, should use choose to download and implement your own employer-sponsored Wellness Challenges provided to you from the Website, you agree to notify participants of the wellness challenges that participation is at their own risk and they should consult a licensed physician before commencing any physical exercise or diet program.
(C) Furthermore, except as expressly permitted in these Terms of Use, you may not:
(i) use the Website or services for the purpose of creating, developing, or promoting any enterprise, whether for profit or non-profit;
(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or information that we may provide through our services;
(iii) circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or services;
(iv) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy content from publicly accessible portions of the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
(v) collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, email addresses;
(vi) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;
(vii) decompile, reverse engineer, or disassemble any portion of any the Website;
(viii) use network-monitoring software to determine architecture of or extract usage data from the Website;
(ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity; or
(x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce.
(D) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
(E) If you participate in our services, a group orientation session between you, other users and your Account Representative will be scheduled. . It is our goal that our Website and services be available 24 hours per day, 7 days per week. However, there may be brief periods where the Website is down, our services are unavailable, or both, whether for routine maintenance, to correct technical difficulties, or for some other reason beyond our control. Availability of our Website and services are subject to change at any time in our sole discretion.
3. REGISTRATION
(A) In order to subscribe to our services or to access certain areas of our Website, you must become a registered user. To become a registered user, you must be employed by one of our clients and that client, in turn, must have requested permission and/or paid for the right for you to subscribe to our services.
(B) You will be provided with a user name and password from your Account Representative. You are responsible for safeguarding and maintaining the confidentiality of your user name and password. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to notify us immediately at the Humana Privacy Office of any unauthorized use (or attempted unauthorized use) of your Account.
Humana Privacy Office
PO Box 1438
Louisville, KY 40202
Or by e-mail at privacyoffice@humana.com
4. CONFIDENTIALITY. Information that may be disclosed to you through use of our Website and/or services including, without limitation, software, documentation, and know-how related to our engagement services is confidential and proprietary to us, our licensors, or both. You agree to maintain such information in strict confidence and use such confidential information only for the purpose for which it was disclosed. You agree not to disclose such confidential information to third parties unless authorized by us to do so. These restrictions shall not be construed to apply to information which you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you; (ii) becomes publicly known and made generally available to the public through no action or inaction by you; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure as shown by your documents and other competent evidence prior to the time of disclosure.
5. ACCOUNT CANCELLATION
If you subscribe to our services, then you may cancel your Account by providing three (3) days prior written notice to us at customerservice@hummingbirdcoaching.com. Upon cancellation of your Account, these Terms of Use will terminate. In addition, Humana reserves the right to immediately cancel your account if your employer informs us that you are no longer working the company as the designated wellness contact.
6. TERMINATION
(A) These Terms of Use are effective until terminated by you or us. If you have subscribed to our services, then you may terminate these Terms of Use by cancelling your Account as set forth above in Section 6(A). Regardless of whether you have an Account, then we may terminate these Terms of Use by providing three (3) days written notice to you unless your employer informs us that you are no longer working for them, in which case we may terminate your Account immediately. Upon termination from your employer, you must cease your use of our Website and services.
(B) Subject to applicable law, we reserve the right in our sole discretion and at any time suspend your Account or block your access to the Website and services, if we reasonably believe that you have violated the letter or spirit of these Terms of Use. You agree that we shall not be liable to you or any third party for any suspension of your Account or for blocking your access to the Website or services. Any suspension of your Account shall not affect your obligations to use under these Terms of Use.
(C) The provisions of these Terms of Use which by their nature should survive these Terms of Use shall survive including, but not limited to any rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, any third-party beneficiary clauses, provisions related to intellectual property ownership and user confidentiality obligations, and all of the miscellaneous provisions in Section 15. We reserve the right to delete any or all program or data files associated with your Account upon cancellation or termination of your Account or termination of these Terms of Use.
7. INTELLECTUAL PROPERTY. The Website and services and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Website or in connection with our services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Website or our services. Any rights not expressly granted in these Terms of Use are expressly reserved.
8. DISCLAIMERS. THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, HCS, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANY, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS AND VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY, THE “HCS ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES , EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE WEBSITE OR SERVICES; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) WARRANTIES THAT YOUR USE OF THE WEBSITE OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY OUR COACHES OR US SHALL CREATE A WARRANTY OF ANY KIND.
9. LIMITATION ON LIABILITY
(A) UNDER NO CIRCUMSTANCES SHALL THE HUMANA ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE LS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE SERVICES, OR THESE TERMS OF USE WHETHER DIRECTLY OR INDIRECTLY. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES THAT RESULT FROM (1) NEGLIGENCE OF AN HCS ENTITY; (2) THIRD-PARTY STATEMENTS, CONTENT, OR CONDUCT MADE AVAILABLE ON OR THROUGH OUR WEBSITE OR SERVICES; (3) ANY USE OF GOODS, SERVICES, OR INFORMATION RECEIVED THROUGH OR IN CONNECTION WITH OUR WEBSITE OR SERVICES, LINKED TO FROM OUR WEBSITE OR SERVICES, OR ADVERTISED IN CONNECTION WITH OUR WEBSITE OR SERVICES; (4) ANY OTHER MATTER RELATING TO OUR WEBSITE, SERVICES, OR THESE TERMS OF USE; OR (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR SERVICES IS TO STOP USING THE WEBSITE AND, IF APPLICABLE, CANCEL YOUR ACCOUNT.
(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE HUMANA ENTITIES EXCEED THE GREATER OF (1) THE TOTAL PAYMENTS RECEIVED FROM YOU BY HUMANA DURING THE TWELVE (12) MONTH PERIOD PRECEDING YOUR CLAIM, IF ANY; OR (2) $500.00. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY ACCESS OR USE OF THE WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
10. INDEMNIFICATION. You agree to indemnify and hold harmless the Humana Inc. Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website or services; (ii) User Content provided by you or through use of your Account; or (iii) any actual or alleged violation or breach by you of these Terms of Use. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
11. COPYRIGHT POLICY (If we use the file manager)
(A) We respect the intellectual property rights of others and expect our users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Account of persons suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
Name: Melissa Gunter
2102 W. John Carpenter Freeway
Telephone Number: 800-240-8388
Fax 877-335-0019
Email: Privacyoffice@humana.com
(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
12. AMENDMENT; ADDITIONAL TERMS
(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website, our services, or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use the Website, our services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(B) Modifications to these Terms of Use or Additional Terms will be effective upon three (3) days’ notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review these Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms of Use or to any Additional Terms, immediately discontinue use of the Website and, if applicable, cancel your Account.
13. THIRD PARTY CONTENT AND LINKS
(A) The Website may contain third-party content or we may provide third-party content through our services. In some cases, this content may be posted by users of our Website or services. In other cases, we may post third-party content on our Website or provide it through our services. Such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.
(B) The Website may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
14. MISCELLANEOUS (As needed and apply)
(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.
(B) These Terms of Use (including any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(C) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.
(D) You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on this Website. 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.
(E) These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Website, the services, or these Terms of Use shall be brought exclusively in the state and federal courts of Hamilton County, Ohio and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
