ZELIS’ TERMS OF USE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THEY, AND THE OTHER TERMS AND CONDITIONS REFERRED TO BELOW, DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ZELIS REGARDING YOUR USE OF ZELIS’ WEBSITE. IF, FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL ZELIS’ TERMS AND CONDITIONS, PLEASE IMMEDIATELY STOP USING OR ATTEMPTING TO USE THIS WEBSITE, BECAUSE IF YOU CONTINUE YOU WILL BE AGREEING TO ALL THE TERMS AND CONDITIONS THAT ARE DESCRIBED OR REFERRED TO BELOW.

These terms and conditions are Zelis’ “Terms of Use” and represent a legally binding agreement between you and us regarding your use of this Website. These Terms of Use, however, are not the only terms and conditions that apply to you and your legal agreement with Zelis. These Terms of Use include Zelis’ Privacy Policy and other terms and conditions that we refer to in these Terms of Use or our Privacy Policy or those that we disclose or notify you when you use or attempt to use some of the features and functions that may be available to you as a user of this Website (“Additional Terms”). This Website include all web pages within the Website and also include backup, mirror, replacement or substitute sites or pages we make available as part of the services we provide. We will refer to each and every feature, function, service, activity, promotion and content on this Website, individually and/or collectively as “Content” and when we use the term “Website” it also included Content unless we specifically say otherwise.

If you use Zelis’ Website you are acknowledging you have read and understand the legal agreement you have with us, including these Terms of Use, Zelis’ Privacy Policy and any Additional Terms and that unless you immediately stop using or trying to use this Website, you will be signifying your agreement to be legally bound by and comply with all of the terms and conditions that apply to you under these Terms of Use.

INTELLECTUAL PROPERTY OWNERSHIP & USE

Please be aware that as you visit and navigate this Website your use of Zelis’ Website is subject to applicable laws governing ownership and use of intellectual property, including Zelis’ trademarks and copyrights.

The Terms of Use applies to all existing and future Website(s), application(s), domain name(s), linked pages, features, content, products, services, mobile properties and mobile device applications for iPhone, iPad, Android or other smartphone or tablet device (each, a “Service Offering”) owned or operated by Zelis. By visiting our Website(s) or using any of our Service Offerings, you hereby acknowledge and accept the terms and conditions set forth in this Terms of Use, the Privacy Policy, including without limitation, the use and disclosure of your information as outlined in the Privacy Policy.

TRADEMARKS

You may not use any of the Zelis trademarks or trade dress without Zelis’ prior written permission. Trademarks or trade dress include the Zelis name and logos, and other graphics, logos, page headers, button icons, scripts, and service names of Zelis’ products, services, and programs. Any other trademarks that appear on our Website are the property of their owners, who may or may not be affiliated with, connected to, or sponsored by us or Zelis’ affiliates.

COPYRIGHT

All text, graphics, photographs, logos, button icons, images, audio clips, digital downloads, and data compilations appearing on the Website, including in related emails and marketing materials, as well as the software used to create them, are owned or licensed by Zelis and/or its affiliates and are protected by U.S. and foreign copyright laws. You may electronically copy and/or print “hard copies” from the Website solely for personal, non-commercial purposes related Zelis’ services, offerings and/or products. Any other use of any content included on the Website, including linking or framing to this Website, are strictly prohibited unless you first obtain Zelis’ prior written consent.

NON-CONFIDENTIAL INFORMATION

Except for information necessary to populate your contact information, responses to Zelis queries sent to you by Zelis, please do not send to us any confidential or proprietary information through this Website. Any information, materials, suggestions, ideas or comments sent to us will be considered non-confidential, and by submitting it, you are giving us the absolute right to use, modify, reproduce, transmit, display and distribute it for any purpose whatsoever, with no payment or other compensation to you. However, we will not use your name unless we are required by law to identify the source of the materials, information, suggestions, ideas or comments, or unless we first obtain your permission.

ERRORS & INACCURACIES

We always try to provide complete, accurate, up-to-date information on our Website. Unfortunately, despite those efforts, human or technological errors may occur. This Website may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted, and to change or update information at any time without prior notice.

DISCLAIMER OF LIABILITY

We make no representations or warranties of any kind, whether express or implied, with respect to this Website, its content, or the information available on or through it; they are provided “as is,” with all faults. Except as otherwise provided under applicable laws, we will not be liable for any damages whatsoever arising out of or related to the use of this Website or any other site linked to it. This limitation of liability applies to direct, indirect, consequential, special, punitive or other damages you or others may suffer, as well as damages for lost profits, business interruption or the loss of data or information, even if we are notified in advance of the potential for any such damages.

APPLICABLE LAW

By visiting Zelis’ Website, you agree that the laws of the State of New Jersey, without regard to principles of conflict of laws, will govern any dispute of any sort that might arise between you and us or any of Zelis’ affiliates, subsidiaries, agents, employees, predecessors in interest, successors and assigns regarding your visit to and use of Zelis’ Website, as well as regarding any and all disputes or claims relating in any way to the Privacy and Usage Policy, these Terms of Use, or to any products or services sold or distributed by us or through our Website, including disputes concerning the scope or applicability of the following arbitration agreement (“Disputes”). All Disputes will be resolved in a confidential, individual and fair arbitration process, and not in court. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF THIS WEBSITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. You agree to give up your right to represent, in a class action or otherwise, anyone but yourself.