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Provider shall promptly notify Administrator or Plan in the event of: 1) any loss, accidental, or unauthorized
disclosure of Confidential Information; 2) any unauthorized access to the Service; 3) any breach of Provider’s data
privacy, security program and policies, or safeguards affecting access to the Service and information therein.
Changes to the Web Portal Service or This Agreement
Administrator or Plan may, at any time, make changes to the Service, the terms and conditions of this Agreement,
or any other policies or conditions that govern the use of the Service at any time. Provider should review the
Service and these terms and conditions periodically for any updates or changes. Provider’s continued access or
use of the Service shall be deemed Provider’s notification and acceptance of such changes.
No Warranties or Liabilities
There is no implied warranty of any kind under this Agreement, including of representation about the accuracy,
completeness, or appropriateness or fitness for a particular part of the Service, and non-infringement. Provider
assumes full responsibility for using the Service, and understands and agrees that neither the Plan nor
Administrator are responsible or liable for any claim, loss, or damage resulting from, or related to, Provider’s use.
Provider uses the Service at its own risk, and agrees to use the Service on an “AS IS” and an “AS AVAILABLE”
basis. Neither Plan nor Administrator will be liable for any delay, difficulty in use, inaccuracy or incompleteness
of information, computer virus, malicious code, loss of data, compatibility issues, or otherwise. Plan and
Administrator will not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out
of the Provider’s use of, or access to, the Service, or any link provided to another site, even if Plan or
Administrator was advised of the possibility of such damages, or even if such damages were foreseeable.
Ownership, License and Restrictions on Use of Materials
All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in the
Service belong to Plan or Administrator. In addition, the names, images, pictures, logos, and icons are proprietary
marks that belong to Plan or Administrator. Except as expressly provided below, nothing contained herein shall
be construed as conferring any license or right under copyright or other intellectual property rights.
Provider is hereby granted a nonexclusive, nontransferable, limited license to view and use information retrieved
from the Service solely in connection with the provision of health care services to Plan members.
Except as expressly provided above, no part of the information in or about the Service, including but not limited
to materials retrieved from it and the underlying code, may be reproduced, republished, copied, transmitted,
distributed, or modified in any form or by any means. In no event shall information or materials from the Service
be stored in any storage or retrieval system without prior written permission from Administrator or Plan.
Provider’s use of the Service allows Plan and Administrator to gather certain limited information about Provider
and its use of the Service. Provider agrees and consents to the use of such information in aggregated form.
Termination
Provider, Plan or Administrator may terminate this Agreement for any reason at any time.
Plan or Administrator may issue Provider a warning, temporarily suspend, indefinitely suspend, or cancel this
Agreement with Provider and Provider’s access to the Service if, in the sole discretion of Plan or Administrator,
Provider breaches this Agreement. Plan and Administrator reserve the right to immediately suspend or deny, in
their singular or joint discretion, Provider’s access to all, or any portion of, the Service with or without prior
notice. Provider acknowledges and agrees that Plan or Administrator may immediately bar any further access to
the Service. Provider agrees that neither Plan nor Administrator shall be liable to Provider or any third-party for
any termination of Provider’s access to the Service.