Terms of Use

INTRODUCTION

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Virtual cards I Website Monitoring I Privacy I Use of the Platform

These Terms of Use are effective as of 4/3/2024

Zelis Payments, LLC, together with its related, affiliated and/or subsidiary companies (“Zelis,” “We,” “Us,” or “Our”) welcomes you. Please read this Terms of Use Agreement and the terms and conditions contained below carefully before using this internet web platform. Your use of this web Platform is subject to, and constitutes your acceptance of the conditions included in this Terms of Use Agreement.

You must click the “I Accept” button at the end of this document.

This is a legal agreement (“Agreement”) between you and Zelis and governs your use of this web Platform (the “Platform””) and the Zelis services available to you on the Platform. You must read, agree with, and accept all of the terms and conditions contained in this Agreement as a condition of receiving access and using the Platform. Your use of the Platform and the services available to you on the Platform is also governed by the agreement in effect by and between your employer and Zelis. This Agreement does not modify, amend or supplement, nor have any other effect upon the agreement by and between Zelis and your employer which remains in full force and effect in accordance with its terms.

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with the services provided on the Platform and for your Platform Account.

SECTION 20 BELOW HAS A MANDATORY ARBITRATION CLAUSE WITH A CLASS ACTION WAIVER. PLEASE READ IT.

1. USER ACCOUNTS, IDS AND PASSWORDS

Access to the Platform, the content and the products and services are limited by a user identifier (“User ID”) and password, which are selected and/or supplied by You as part of registering for an account via the Platform (the “Platform Account”). By registering a Platform Account, you represent, warrant and agree that: (i) you are at least 18 years of age, (ii) you are using your actual identity, (iii) you have provided only true, accurate, current and complete information about you during the registration process, and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete

You further represent, warrant and agree to Us that: (i) you are who you portray yourself to be when you use the Platform; (b) your use of the Platform has been authorized; (ii) you will use the Platform only in connection with your employer’s doing business with Zelis, in a way intended by your employer and Zelis; (iii) you have obtained the necessary and proper consents required for you to view, send and/or receive information through the Platform including, but not limited to, Medical Information (defined below); (iv) you will not use the Platform in violation of any applicable laws or regulations; (v) You will not attempt to access any other user’s Platform Account; (vi) you will not attempt to gain access or gain access to the Platform in an unauthorized or fraudulent manner; (vii) you will not use any robot, spider, site search/retrieval application, or other automated device, process or means to access, scrape, or index any portion of the Platform or any Platform content; (viii) you will not remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of the Content, or features that enforce limitations on the use of the Platform; (ix) you will not use any tools or software to mask, hide or distort the internet protocol address from which you are accessing the Platform; (x) you will not use the Platform for any purposes other than those intended by Zelis, as determined by Zelis in its sole discretion, and (xi) you will not upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers, or other equipment.

By logging onto a Platform Account using a password, you represent, warrant and agree that you are authorized to use such password and to engage in the activities that you conduct thereunder. You further agree that you will be solely responsible for the maintenance and security of your User ID and password. You also agree that you will be solely responsible for any activities conducted on or through your Platform Account regardless of whether or not You are the individual who undertakes such activities. This includes any unauthorized access and/or use of your Platform Account, your computer or your mobile device. Accordingly, you release and hold harmless Zelis from any and all claims and causes of action arising out of or resulting from a third party’s unauthorized use of your Platform Account. Your User ID and password are unique to you, and you agree not to disclose or share your User ID and password to or with any third party.

Zelis reserves the right to deny or revoke your access to the Platform, your Platform Account, or any part thereof, or delete or change your Platform Account password at any time in its sole discretion, with or without cause. Your access to the Platform will terminate upon the termination of this Agreement for any reason at the sole discretion of Zelis. If you wish to cancel your Platform Account password, or if you become aware of any loss, theft or unauthorized use of your Platform Account password, please notify Zelis immediately.

2. YOUR IDENTITY

IF YOU ARE ACCEPTING THESE TERMS OF USE OF BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN YOU ARE NOT PERMITTED TO USE THE PLATFORM.

You specifically acknowledge and agree that any and all misappropriation or misuse of the Platform and any content or data or other information contained therein will cause irreparable harm to Zelis and that in such event money damages will not constitute sufficient compensation to Zelis; consequently, in the event that you, directly or indirectly, misappropriate or misuse the Platform, content, data products, services and/or any other information contained therein, you specifically consent to Zelis obtaining injunctive relief against you in addition to any other legal or financial remedies to which Zelis may be entitled.

Zelis reserves the right to modify and/or discontinue the Platform at any time, for any reason and without notice, and to terminate your Zelis account should you be in violation of this Agreement, including, but not limited to, the provisions of this section. You authorize Zelis, directly or through third parties, to make any inquiries Zelis considers necessary to validate your identity. This may include asking you for further information, requiring you to provide a taxpayer identification number, requiring you to take steps to confirm ownership of and/or authority to use your email address or verifying your information against third party databases.

3. VIRTUAL CREDIT CARD USE

Zelis, in accordance with this Agreement, may send you Virtual Credit Cards (“Card” or “Cards”), issued by a financial institution of its choosing (“Issuing Bank”). You are not required to accept or transact on a Card and may request other methods of payment at any time. Your use of the Virtual Credit Card represents your express consent and agreement to accept this method of payment. If you elect to use a Card to receive payment, you represent that you are a provider of healthcare services or other authorized service provider and agree that the Card is for settlement of payments to you from health plans or other insurers (“Payer(s)”). You represent and warrant that the Card provided will not be used for personal, or other purposes not contemplated under the terms and conditions of this Agreement. Further, the Card may be used only for valid and lawful purposes. If you use, or allow someone else to use, the Card for any other purpose, you shall be responsible for such use and will be required to reimburse Zelis and/or the Issuing Bank for all amounts or expenses incurred by either Zelis or the Issuing Bank resulting from such inappropriate use. All Zelis Virtual Credit Cards sent to you shall remain the property of the Issuing Bank. Zelis or the Issuing Bank may cancel, revoke or restrict the use of any Card at any time.

Credit Limit. The credit limit for each Card shall be explicitly stated in relation to each Card, and is an amount equal to that which Zelis has funded the Card. Such amount will equal the amount the Zelis Payer(s) is paying you for health care claims or other services provided under an insurance contract. You agree it will not exceed the specified credit limit for each Card payment to you as set forth on the Card by Zelis. You will not process a transaction on the Card, by Force Post or otherwise, in an amount greater than the credit limit associated with each Card. Any amounts Force Posted over the credit limit must be immediately returned to Zelis by you (“Force Post” shall mean when a Provider or other merchant approves a transaction and processes the transaction into settlement without obtaining the issuer’s approval; or the merchant receives an approval code and neglects to reconcile the Card and when the Card is cancelled after the merchant reconciles the original transaction even when the secondary (child) payment has been created.)

Fees. Interchange and other third-party fees may apply to processing Card transactions on your merchant terminal. Your agreement with your merchant processor governs Card transactions. Please contact your merchant processor or financial institution for specific fee information.

4. CONTINUED USE DEEMED ACCEPTANCE

We reserve the right, at our sole discretion, to change, alter, amend or otherwise modify this Agreement from time to time. We will post any changes on this page (with the effective date of the update near the top of this page). We encourage you to check back and review this Agreement for any updates or modifications. After any such modification becomes effective, Zelis will deem your continued use of our Platform to constitute your acceptance of and agreement to such modification.

5. LICENSE

Subject to the terms and conditions of this Agreement, you are granted a non-exclusive, non-transferable, personal, revocable license to (i) access and use the Platform and the Content, and (ii) copy, download and store the Content (e.g., in a temporary cache) to enable printing and/or offline viewing of any such Content solely for your use and not for resale or distribution to anyone else. There are no implied licenses under this Agreement. You also agree that, with respect to any copy of the Content that you download, create, generate, store and/or print, you will reproduce and include all copyright and other proprietary notices included in any such Content.

Except as expressly permitted by Zelis in this Agreement or otherwise in writing, you will not directly or indirectly copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of the Platform or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic. Further, you may not directly or indirectly use any metatags, meta elements, “hidden text” or other equivalents using the names “Zelis,” “Zelis Payments,” “Zelis Healthcare,” “Zelis Advanced Payments Platform, “ZAPP” or any other colorable equivalent without the prior written authorization of Zelis. You cannot use any aspect of the Platform or the content, to compile lists of Healthcare payers for commercial purposes, to establish independent data files or in violation of any applicable laws and regulations.

You acknowledge and agree that by submitting remarks, emails, complaints, suggestions, improvements, ideas, graphics, feedback, edits, concepts, comments, reviews, ratings, illustrations and other materials (other than information given in connection with registration) to Zelis through the Platform (individually and collectively, the “Submissions”), You (i) grant Zelis a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform the Submissions throughout the world in any media, now known or hereafter created without attribution, (ii) grant Zelis the right to pursue at law any person or entity that violates Your and/or Zelis’ rights in Your Submissions, (iii) You irrevocably waive, and cause to be waived, against Zelis and its Users any claims and assertions of moral rights or attribution with respect to the Submissions or of attribution or identification of You as the author of the Submissions or any derivative thereof, and (iv) You also irrevocably grant the Users of the Platform the right to access Your Submissions in connection with their use of the Platform. You further acknowledge and agree that Your Submissions are submitted by you without any restrictions or expectations of confidentiality (except as set forth in our Privacy Policy) and do not contain confidential or proprietary information.

Except as described in our Privacy Policy, Zelis will not be required to treat any of Your Submissions as confidential, and you acknowledge and agree Zelis may use in connection with its business any of the concepts and ideas contained in Your Submissions (including without limitation, product or advertising ideas) without compensation to You and Zelis will not incur any liability to You as a result of any similarities between concepts and ideas contained in Your Submissions and future Zelis operations and business. Except as otherwise set forth in this Agreement, Zelis will be entitled to use the Submissions for any commercial or other purpose whatsoever without compensation to You or any other person. We have no obligation to retain or provide You with copies of Your Submission.

Your Submissions, including personally identifiable information contained therein, are made voluntarily and are subject to the Privacy Policy. You are responsible for the content of Your Submissions and once submitted, it is in the sole discretion of Zelis as to whether a Submission can be withdrawn. You may expose yourself to liability by making a Submission, if for example Your Submission is false, intentionally misleading, defamatory, or violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, contains material that is unlawful, including illegal hate speech and pornography, exploits or otherwise harms minors, or violates or advocates the violation of any law or regulation. You agree to defend (at Zelis Parties’ (as defined below) option and at Your sole expense), indemnify and hold Zelis Parties harmless from any damages, losses, costs, or expenses, including reasonable attorneys’ fees, which any Zelis may incur as a result of Your Submissions.

With respect to Your Submissions, You represent, warrant and covenant that:

1. You have the right to make Your Submissions without violating the copyright, trademark, patent or other intellectual property rights of any person or entity,
2. Your Submissions will not violate any law, or in any manner infringe or interfere with the rights of others, including but not limited to the use of names, information, or materials that (i) libel, defame, disparage or invade the privacy of any third party, (ii) are obscene or pornographic, (iii) harmful, threatening, offensive, abusive, harassing, vulgar, false or inaccurate, racially, sexually, ethnically or are otherwise objectionable or otherwise contrary to the laws of any place where such Submissions may be accessed, (iv) constitute personal attacks on other individuals, (v) infringe the intellectual property, trade secret or proprietary rights of any third party, (vi) promote criminal or other illegal activity, (vii) promote or advertise any person, product or service or solicit funds, (viii) are deemed confidential by any contract or policy, or (ix) promote violence, firearms, ammunition, or weapons.

Zelis retains the right to review and delete or remove from public view on the Platform and delete from any other media or server where Your Submissions may be stored or displayed by or on behalf of Zelis, any Submissions, which Zelis in its sole discretion considers illegal, offensive, obscene, abusive, harassing, commercial in nature, infringing, inappropriate or otherwise violates the terms and conditions of this Agreement. If notified of an allegation that the Platform contains infringing information, materials or other content, Zelis may investigate the allegation and determine in Zelis sole discretion whether to remove or request the removal of the same from the Platform and from any other media or server where the infringing content may be stored or displayed by Zelis. Notices to Zelis regarding any alleged copyright infringement should be sent to Zelis Attn: General Counsel, 149 Newbury Street, 5^th Floor Boston, MA 02116.

6. WEBSITE MONITORING

Zelis reserves the right to view, monitor, and record activity on the Platform without notice or permission to you. Zelis may monitor or review any areas on the Platform where Users transmit or post communications or communicate solely with each other, for the purpose of promoting its efficiency, usefulness, appropriateness of use and compliance with this Agreement. Zelis reserves all of its rights to discontinue in its sole discretion the Products and Services provided on the Platform in general or to any User or Healthcare Provider at any time.

Subject to the terms of the Privacy Policy, Zelis may disclose to third parties any records, electronic communications, information, materials or other content of any kind (i) if Zelis believes in good faith that the law or legal process requires it, (ii) if such disclosure is necessary or appropriate to operate the Platform, or (iii) to protect Zelis rights and property or the rights and property of Zelis Users and business partners.

7. CONFIDENTIALITY

You acknowledge that through the Platform you may be able to view, send and/or receive confidential medical information, including without limitation patient-related and claims information (“Medical Information”) in connection with Zelis processing of payments to healthcare providers (“Providers”) on behalf of your employer. You agree to maintain the security and privacy of patient-related information and agree that all Medical Information shall be held in strictest confidence and that such information will be used solely for purposes relating to the payment of medical treatment, communications with Us, and other healthcare operations. You also agree to promptly notify us in the event you become aware of any violations of this provision. You further agree not to: (a) disclose any of our business information or information regarding Our Platform (including without limitation information regarding its functionality, options, “look and feel”) to any person and/or entity without our prior written permission.

8. PRIVACY POLICY

Zelis recognizes the importance of protecting the privacy of users and visitors to our Platform. The Privacy Policy is incorporated and made part of this Agreement. To view the most current version of the Privacy Policy, please visit the Privacy Policy page. Any changes to the Privacy Policy will be communicated on the Privacy Policy page.

9. INTELLECTUAL PROPERTY

The Platform contains materials, such as software, data, cost information, contract arrangements between Healthcare Providers and the Health Plan, text, graphics, images, and other materials provided by or on behalf of Zelis (collectively referred to as the “Content”). All right, title and interest in and to the Content, including without limitation the graphical display and arrangement of the Platform and the Content, and all intellectual property rights embodied therein, are the property of Zelis or its licensors or suppliers, including any of the Content that may be stored or displayed by Zelis on other media or servers. The Platform and the Content contained and referenced therein are for informational purposes only. Any reproduction, retransmission or other use is strictly prohibited, except as otherwise provided by this Agreement or by ZELIS’s express authorization.

ZELIS, ZELIS PAYMENTS, ZELIS HEALTHCARE, ZELIS ADVANCED PAYMENTS PLATFORM AND ZAPP are all trademarks or service marks (individually and collectively, the “Zelis Marks”) owned by Zelis. All other trademarks, service marks, domain names, logos, and company names (collectively “Other Marks”) displayed or referred to the Platform are trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of Zelis or their respective owners.

Except as provided in this Agreement, Zelis does not grant you any rights in or to the Zelis Marks or the Other Marks. You agree that you shall not use the Zelis Marks or the Other Marks in any manner inconsistent with the provisions of this Agreement, without the prior written authorization of Zelis or the respective owners of the Other Marks as the case may be.

We own and will continue to own all right, title, and interest in and to (i) the Platform, including, without limitation, all source code, object code, rating system, methodology, operating instructions, and interfaces developed for or relating to the Platform; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any Content. Except as expressly permitted in this Agreement, you have no rights in or to any of the foregoing.

10. USE OF THE PLATFORM

Without limiting anything else contained in this Agreement, You agree and acknowledge that:

1. The Content, Submissions, databases used to store the Content (“Databases”), Submissions, Products and Services and any other information contained therein are valuable intellectual property owned by or licensed to Zelis, and that no proprietary rights therein are being transferred to You by this Agreement.
   1. Use the Content, Submissions, Databases, Products and Services and any other information contained therein in violation of any applicable laws or regulations,
   2. Attempt to access or access any other User’s Platform Account,
   3. Attempt to obtain or ascertain or obtain or ascertain any other User’s username, password and/or personal information by any means whatsoever,
   4. Attempt to elude or elude Zelis’ security systems,
   5. Attempt to gain access or gain access to the Platform in an unauthorized or fraudulent manner,
   6. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, scrape, or index any portion of the Platform or any Content,
   7. Take any action that imposes, or may impose, in Zelis’ sole discretion, an unreasonable or disproportionately large load on Our technology infrastructure or otherwise make excessive traffic demands on the Platform,
   8. Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of the Content, or features that enforce limitations on the use of the Platform,
   9. Use any tools or software to mask, hide or distort the internet protocol address from which you are accessing the Platform,
   10. Use the Platform for any purposes other than those intended by Zelis, as determined by Zelis in its sole discretion, or
   11. Upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers, or other equipment.
2. You specifically acknowledge and agree that any and all misappropriation or misuse of the Content, Submissions, Databases, Products and Services and any other information contained therein will cause irreparable harm to Zelis and that in such event money damages will not constitute sufficient compensation to Zelis; consequently, in the event that you, directly or indirectly, misappropriate or misuse the Platform, Content, Submissions, Databases, Products and Services and/or any other information contained therein, you specifically consent to Zelis obtaining injunctive relief against You in addition to any other legal or financial remedies to which Zelis may be entitled.

Zelis reserves the right to modify and/or discontinue the Platform at any time, for any reason and without notice, and to terminate Your Zelis account should you be in violation of this Agreement, including, but not limited to, the provisions of this section entitled “Use of the Platform”.

11. NOTICE OF ENFORCEMENT

Zelis vigorously enforces its intellectual property rights to the fullest extent of the law. Accordingly, Zelis will not hesitate to prosecute any unauthorized use or reproduction of any of the Content, Submissions, Databases, Products and Services and any other information contained therein that violate the protection afforded by the United States and international copyright law and trademark law, and/or other state, federal, and international laws and regulations, including laws pertaining to contracts, privacy and publicity.

12. EXTERNAL LINKS

Internet websites and mobile applications that are not owned, operated or controlled by Zelis (“other websites and applications”) may link to or from our Platform. Such other websites and applications contain information created, published, maintained, or otherwise posted by third-parties not related to and otherwise independent of Zelis and over which Zelis has no control. Zelis does not endorse, approve, certify, maintain, or control these other websites and applications and does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of information located at such addresses or on such applications. Zelis provides the links only as a convenience. Use of any information obtained from such other websites and applications is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness as well as those other websites’ and applications’ respective terms of use and privacy policies. Once You leave the Platform, Our terms and policies no longer govern, and therefore, You should review the terms and policies of the other websites and applications. Neither the inclusion of the link on the Platform nor reference on the other websites and applications to any product, process, or service by name, trade name, trademarks, service mark, manufacturer, or otherwise constitutes or implies endorsement, recommendation, or referral by Zelis. You acknowledge and agree that Zelis shall not be liable for any damages or injury resulting or arising from the content of or access to such other websites and applications. Moreover, any information that You provide to third-parties accessed through a link on our Platform are subject to the privacy policies of that third party, and not Zelis.

Zelis does not make any representations or give any warranties or conditions with respect to any information contained in or at such other websites and applications and you acknowledge and agree that Zelis shall not be liable for any damages or injury resulting or arising from the content of or access to such other websites and applications. Zelis does not endorse the individuals, companies or other similar entities, or any products or materials associated with such individuals, companies or other similar entities, which provide a link to our Platform. Unless approved in writing in advance by Zelis, you agree not to: (i) provide or create a link to our Platform, or (ii) create any frames at any other websites or mobile applications pertaining to any of the Content located on our Platform.

13. DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE PLATFORM AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM, AND THE CONTENT, SERVICES TECHNOLOGY, SOFTWARE, FUNCTIONS, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US IN CONNECTION THEREWITH MAY INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES OR IMPROVEMENTS THERETO AT ANY TIME WITHOUT NOTICE. THE PLATFORM, AND ALL CONTENT, FUNCTIONS, AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED. ZELIS DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE PLATFORM, THE CONTENT, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THE PLATFORM.

ZELIS DOES NOT REPRESENT OR WARRANT THE AVAILABILITY OF OR YOUR ACCESS TO THE PLATFORM, THAT THE PLATFORM AND YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER OR CODE THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZELIS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF OR THE RESULT OF THE USE OF THE PLATFORM AND/OR THE CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. YOU (AND NOT ZELIS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

14. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL ZELIS AND/OR ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU OR YOUR EMPLOYER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR EMPLOYER’S OR YOUR RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE LOSSES, DAMAGES OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE) ARISING OUT OF AND/OR RELATED IN ANY MANNER TO THIS AGREEMENT, THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES AND/OR THIS SITE, EVEN IF Zelis is advised of the possibility of the existence of such loss, damage or expense. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM, THE PRODUCTS OR SERVICES SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SAME. ZELIS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (WHERE NEGLIGENCE IS THE STANDARD OF CULPABILITY) CAUSED BY YOUR USE OF THE PLATFORM, OR THE CONTENT OR THE PRODUCTS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ZELIS TO YOU FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT OR RELATING THERETO, EXCEED, ONE HUNDRED DOLLARS ($100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS ZELIS’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATION IS ENFORCEABLE IN DELAWARE.

15. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZELIS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:

1. YOUR MISUSE OF THE PLATFORM (INCLUDING YOUR DOWNLOAD OR INSTALLATION OF THE APP) AND ANY MISUSE OF THE CONTENT, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE PLATFORM,
2. ANY BREACH BY YOU OF THIS AGREEMENT,
3. ANY SUBMISSIONS YOU MAKE OR POST ON THE PLATFORM, AND
4. ANY INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER NEGLIGENT, ILLEGAL OR WRONGFUL CONDUCT BY YOU OR ANY OTHER PERSON ACCESSING THE PLATFORM USING YOUR ZELIS ACCOUNT, YOUR COMPUTER OR YOUR MOBILE DEVICE.

16. RELEASE FOR EVENTS BEYOND OUR CONTROL

You absolve and release Zelis from any claim of harm resulting from any cause(s) over which Zelis does not have control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

17. TERM AND TERMINATION

This Agreement will take effect at the earlier of the time you click “I Agree” to this Agreement or that you access, browse or use the Platform or any of the Content, and continues in perpetuity unless terminated by you in accordance with this provision and/or by Zelis. Zelis reserves the right, at any time and for any reason, without notice to you, (i) to deny you access to the Platform and any of the content, (ii) to change, remove or discontinue any of the content or services available on or through the Platform, or (iii) to terminate this Agreement.

The warranty disclaimers, limitations and exclusions of liability, reservation and grant of property rights and other terms and conditions of this Agreement which by their nature are intended to survive and will survive the termination or expiration of this Agreement for any reason.

18. NOTICES

Any notice or other document or communication required or permitted hereunder to Zelis will be deemed to have been duly given only if in writing and delivered to:

1. Certified U.S. mail, return receipt requested, postage prepaid, to Chief Legal Officer, Zelis Payments, LLC, 149 Newbury Street, Fifth Floor, Boston, MA, 02116.

Notices to Zelis shall be deemed delivered when actually received by Zelis.

Any notice or other document or communication from Zelis required or permitted hereunder will be sent to the e-mail address that you provide when you register with Zelis (or any updated e-mail address that you may provide after registering). Such notice will be deemed received by you the business day after the e-mail is sent, whether or not you provided an accurate or current e-mail address.

Should you elect to send or receive e-mail communications of any kind to or from Zelis, you represent and warrant to Zelis that your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions.

19. JURISDICTION; COMPLIANCE WITH LAWS

Except as set forth otherwise herein, Zelis controls and operates the Platform from the United States of America and makes no representation that the Platform, the Content or the Products and Services made available to you through the Platform is appropriate or available for use outside the United States of America. You are responsible for compliance with applicable local laws including, without limitation, all export and import laws. Some of the Content may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (i) into (or to a national or resident of) any country to which the U.S. has placed an embargo; (ii) to anyone in the US Treasury Department’s Specially Designated national list, or (iii) to anyone on the US Commerce Department’s Table of Denial Orders. If you download or use the content, you represent and warrant that you are not located in, or under the control of, or a national or resident of any such country or on any such list.

Access, browsing and use of the Platform, the content and this Agreement, and all matters or issues collateral thereto are all governed by United States federal law and/or the laws of the State of Delaware, without regard to any conflict of law provisions that would refer to and/or apply the substantive laws of another jurisdiction.

SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR DOWNLOADING, INSTALLATION OR USE OF, THE PLATFORM SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF MASSACHUSETTS, U.S.A., AND YOU AND ZELIS AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

20. ARBITRATION AND CLASS ACTION WAIVER

Any controversy or dispute between you and Zelis (the “parties”) concerning the Platform, the Content, this Agreement and/or all matters or issues collateral thereto (each, a “Dispute”) shall be submitted to final and binding arbitration as the sole and exclusive remedy for such Dispute. Neither of the parties shall have the right to litigate any claim in court or to have the claim decided by a judge or jury. Discovery rights, such as each party’s rights to the exchange of prehearing information or prehearing taking of sworn testimony may also be limited in arbitration. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in Boston, Massachusetts. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party’s right to compel arbitration.

You agree that any arbitration or proceeding shall be limited to the Dispute between Zelis and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

21. WAIVER

No delay or omission by Zelis to exercise any right occurring upon any noncompliance on your part with respect to any of the terms of this Agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by Zelis of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

22. SEVERABILITY

If any portion of this Agreement is adjudged invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.

23. INDEPENDENT CONTRACTOR

Zelis is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between you and Zelis.

24. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Zelis with respect to your use of the Platform and the content and supersedes any and all prior understandings or agreements between you and Zelis, whether written or oral. You acknowledge that, in providing you access to and use of the Platform and the content, Zelis has relied on your acceptance of this Agreement. Failure to insist on strict performance of any provisions of this Agreement will not constitute a waiver of any breach or failure of performance.