Terms & Conditions

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE BENEFITMALL WEBSITE, MOBILE APPLICATION and/or SERVICES. By accessing or using (a) the BenefitMall website and/or any of the services or applications available through the website (collectively, the “Sites”) or (b) the BenefitMall mobile application and/or any of the services available through the application (collectively, the “Apps”), you agree to these Terms and Conditions of use and you agree to abide by all applicable laws. If you do not agree to these terms, you may not use any of the Sites or Apps.

1. General

1.1 This BenefitMall® User Agreement, together with any additional terms and conditions provided to you by BenefitMall and/or included in different parts of the Sites or Apps, is referred to as the “Agreement.” The Agreement governs your use of the Sites and Apps. The Sites and Apps are operated by BenefitMall, a d/b/a of Centerstone Insurance and Financial Services, Inc. (“BenefitMall”) or third parties on behalf of BenefitMall.

1.2 When using a particular BenefitMall or affiliate service offered through the Sites or Apps, you shall be subject to any posted or linked guidelines, rules, and additional terms and conditions applicable to such services (“Third Party Terms”). The Third Party Terms may be modified in the same way this Agreement may be modified pursuant to Section 1.2. All such Third Party Terms are made part of this Agreement.

2. Availability, Content and Comments

2.1 You acknowledge and agree that access to the Sites or Apps may be unavailable from time to time through no fault of BenefitMall, including, without limitation, downtime due to regular maintenance performed by BenefitMall or its service providers, and that BenefitMall shall not be liable for any damages or losses caused by such unavailability. BenefitMall does not guarantee the continuous, uninterrupted, or errorfree operability of any of the Sites or Apps.

2.2 You acknowledge and agree that all information, including, without limitation, software, photographs, audio and video clips, text graphics, links, Quotes (as defined below), Workforce Analysis Reports (as defined below), and other materials available, accessed or distributed on, through or in connection with the Sites or Apps (including all software, HTML code, Java applets, and other scripts, binary code, code, etc.) (collectively, the “Content”) is owned by BenefitMall or its licensors. When using Content as permitted in this Agreement, you agree to comply with the terms of all notices, including but not limited to trademark and copyright notices, information and restrictions contained in, or accompanying, any Content. Your use of Content must comply with our Privacy Policy and all applicable laws, rules and regulations governing privacy and/or data protection. Your use of Content must also comply with the privacy policies of third party providers who contribute to Content. Use of Content in violation of this Section 2.2 will give BenefitMall the right to immediately terminate or suspend your access to any or all of the Sites or Apps and/or Content. You also agree to all other terms within the Sites and Apps.

2.3 You may not copy, reproduce, or use the names, trademarks, logos, or brands of BenefitMall or those of any of its affiliates or partners in part, in modified form, or in any other manner. Certain third-party names, trademarks, logos, and brands may appear on the Sites and Apps, and those are the sole property of their respective owners, and you are similarly prohibited from copying, reproducing, or using such third-party names, trademarks, logos, and brands.

2.4 Except for trademarks, copyrights, or patents developed or owned by you prior to, and independently of, your use of the Site or App, and except for information submitted by you for the purpose of obtaining rate and plan information or Workforce Analysis Reports and except for personally identifiable information collect-ed under the guidelines established on our Privacy Policy (collectively, the “Data”), you agree that all submissions, written or otherwise, made by you or on your behalf, whether offered or disclosed to BenefitMall on or through any of the Sites or Apps, or otherwise (collectively, “Comments”) will be considered non-confidential and non-proprietary and may be used by BenefitMall for any purpose. BenefitMall will have no obligations with respect to the Comments. By submitting Comments to BenefitMall, you irrevocably transfer and assign to BenefitMall, and forever waive and agree never to assert, any copyrights or other rights that you may have in such Comments. BenefitMall and its designees will be free to copy, disclose, distribute, incorporate and otherwise use or destroy the Comments and all data, images, sounds, text and other things embodied in the Comments for any and all commercial or noncommercial purposes. BenefitMall is and shall be under no obligation to respond to any of your or any other user’s Comments. Further, BenefitMall may aggregate, compile and use your Data to improve, develop or enhance the Sites or Apps or other existing or prospective services offered by BenefitMall, so long as no Data is identifiable as originating from you in such aggregated form.

2.5 You represent and warrant that information submitted by you to BenefitMall, including, without limitation, all Data and Comments, does not and will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that submitted information does not and will not contain libelous or otherwise unlawful, abusive, obscene or pornographic material. You are and shall remain solely responsible for the content of any information you submit.

2.6 As described in our Privacy Policy, BenefitMall takes steps to protect Data containing sensitive personal information. As a registered user of the Sites or Apps, your account administrator may elect to unmask certain sensitive personal information contained in the Data. Unmasking sensitive personal information may increase the risk of unauthorized access to, and copying, viewing and distribution of, sensitive personal information. BenefitMall disclaims any and all liability associated with an administrator’s election to unmask sensitive personal data.

2.7 You agree that BenefitMall may use and/or disclose information about your demographics and use of the Sites or Apps in any manner that does not reveal your identity. By participating in sweepstakes, contests or promotions offered on the Sites or Apps, and/or requesting promotional information or product updates, you agree that BenefitMall may use your information for marketing and promotional purposes. Please refer to our Privacy Policy for further information on how BenefitMall uses your information.

2.8 You agree that BenefitMall may send electronic mail to you for the purpose of advising you of any of BenefitMall’s products or services, or for such other purpose(s) as BenefitMall deems appropriate. You agree that it is your sole responsibility to scan any documents, files, and other attachments attached to our electronic mail for computer viruses, and you agree to hold BenefitMall harmless for any computer viruses you may receive from electronic mail sent from BenefitMall.

2.9 If any passwords are required to access any part of any of the Sites or Apps, you are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You are not authorized to share your user ID or password with any other person. You agree to immediately notify BenefitMall of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Sites and Apps.

2.10 You hereby consent to the use of cookies on the Site as described in the Privacy Policy.

2.11 BenefitMall, through the Sites, Apps, or otherwise, may provide an electronic or other mechanism to allow employees or others to provide information about the employee and his or her dependents for quoting or other purposes. Information provided by the employee will be considered Data under these Terms and Conditions as if such information was submitted by you.

2.12 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

2.13 BenefitMall may require certain security measures to access the Sites and Apps. These security measures may include passwords (as set forth in Section 2.9), multifactor authentication (MFA), and SSL (Secure Sockets Layer) encryption. Multifactor authentication is a security method that uses multiple mechanisms to authenticate a user, such as a combination of a password and means to verify that a user possesses a particular mobile device. You acknowledge that certain features of the Sites or Apps (including security measures, such as MFA) may trigger SMS or voice calling authentication, authorization, or other communication to you from BenefitMall or its agents or representatives (collectively, “Communications”). You authorize and consent to all such Communications. You will be responsible for any fees or charges related to your receipt of Communications, including fees or charges imposed by your carrier or provider of internet or telephone services.

3. Rules of Conduct

You may only use the Sites and Apps in accordance with this Agreement. You agree you will not engage or attempt to engage in any improper use of the Sites or App, including, without limitation:

(a) posting on your website or any other website any link to any part of the Sites or Apps or otherwise republishing, redistributing, or re-transmitting the Sites or Apps and Content without BenefitMall’s prior written consent, although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that BenefitMall endorses you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site or App, and the linked website does not contain any content that is unlawful, threatening, abusive, libelous, pornographic, obscene, vulgar, indecent, offensive, or which infringes on the intellectual property rights or other rights of BenefitMall or any third party; or otherwise do anything that it is not expressly permitted by this Agreement;
(b) using the Sites or Apps for any purpose other than as provided in this Agreement, including, without limitation, advertising or soliciting funds or goods and services or soliciting users to join competitive online services;
(c) violating any applicable law or regulation;
(d) impersonating or misrepresenting your affiliation with any person or entity;
(e) storing any part of the Sites or Apps (including any pages thereof) on a server or other storage device connected to a network or creating a database by systematically downloading and storing any data from the Sites or Apps (other than for page caching);
(f) removing or changing any content of the Sites or Apps or attempting to circumvent security or interfere with the proper working of the Sites or Apps or any servers on which either is hosted;
(g) using any robot, data mining, screen scraping, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Sites, Apps, or any Content;
(h) posting, distributing, or reproducing in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;
(i) interfering with or disrupting the Sites, Apps, or any servers or networks connected to the Sites or Apps;
(j) posting, emailing, or otherwise transmitting any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; and
(k) modifying, copying, reproducing, duplicating, adapting, sublicensing, translating, selling, reverse engineering, deciphering, decompiling, or otherwise disassembling any portion of the Sites or Apps or any software used on or for any part of the Sites or Apps or causing others to do so.

4. No Endorsement

4.1 BenefitMall does not represent or endorse the accuracy or reliability of any Content posted on or distributed through the Sites or Apps, including, without limitation, the Quotes, Workforce Analysis Reports, and any interactive calculators, and you acknowledge that any reliance upon such Content shall be at your sole risk.

4.2 The Sites and Apps may contain links to sites on the Internet, which are owned and operated by third parties (the “External Sites”). You acknowledge that BenefitMall is not responsible for the availability of nor does it endorse the content located on or through any External Sites. To the extent that any of the Sites or Apps contain links to outside services and resources, the availability and content of which BenefitMall does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites. Your linking to other sites is at your own risk, and you agree to hold BenefitMall harmless for any damages that may occur from your linking to another site.

5. Indemnity

You agree to indemnify, defend, and hold BenefitMall and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “BenefitMall Parties”) harmless from and against any and all claims, liability, losses, costs, and expenses (including attorneys’ fees) incurred by any BenefitMall Party in connection with your use or alleged use of any of the Sites or Apps, or any use or alleged use of any of the Sites or Apps under your password by any person, whether or not authorized by you. BenefitMall reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with BenefitMall’s defense of such claim.

6. Termination

BenefitMall reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Sites or Apps, at any time for any reason without prior notice or liability. BenefitMall may change, suspend or discontinue all or any aspects of the Sites or Apps at any time, including the availability of any feature, database or Content, without prior notice or liability. You agree that BenefitMall will not be liable to you or to any third party for any unavailability, modification, suspension, or termination of any of the Sites or Apps, the Content, the Comments, the Data, or any features or parts thereof.

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

7.1 NEITHER BENEFITMALL NOR ANY PROVIDER OF THIRD-PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT ANY PART OF THE SITES OR APPS WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES BENEFITMALL, ANY THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RELIABILITY OF OR RESULTS TO BE OBTAINED FROM USE OF THE SITES OR APPS OR THE CONTENT. THE SITES, APPS, AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.

7.2 NONE OF BENEFITMALL, THIRD-PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, WARRANTIES OF ACCURACY, ADEQUACY, TIMELINESS, AVAILABILITY, OR COMPLETENESS, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE SITES OR APPS, ANY CONTENT OR ANY PRODUCTS OR SERVICES DISTRIBUTED THROUGH ANY OF THE SITES OR APPS, AND EACH OF BENEFITMALL, THE THIRD-PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS HEREBY EXPRESSLY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. NEITHER BENEFITMALL NOR ANY THIRD-PARTY CONTENT PROVIDER WARRANTS THAT ANY SOFTWARE OR OTHER FILES MADE AVAILABLE FOR DOWNLOADING OR OTHERWISE DISTRIBUTED THROUGH THE SITES OR APPS WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

7.3 BENEFITMALL IS NOT RESPONSIBLE FOR THE QUALITY AND PERFORMANCE OF THE SITES AND APPS OR FOR THE ACCURACY OR COMPLETENESS OF ANY CONTENT THEREIN.

7.4 NEITHER BENEFITMALL, ANY THIRD-PARTY CONTENT PROVIDER, NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OF THE SITES, APPS, OR THE CONTENT, WHETHER DUE TO INTERRUPTION OF ANY PART OF THE SITES, APPS, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF BENEFITMALL, ALL THIRD-PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS, AND YOUR EXCLUSIVE REMEDY HEREUNDER FOR ANY AND ALL DAMAGES, INJURY, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING, OR IN ANY WAY RELATED TO THIS AGREEMENT, THE SITES, APPS, OR ANY CONTENT SHALL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR UP TO A TOTAL OF $100. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT OR THE SITES, APPS, OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONETARY DAMAGES.

7.5 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF BENEFITMALL, THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Proprietary Rights

8.1 You acknowledge and agree that the Sites, Apps and Content, including, without limitation, any software provided by BenefitMall for your use in connection with the Sites or Apps (“Software”) and content contained in sponsor advertisements or information presented to you through the Sites or Apps or advertisers, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by BenefitMall or advertisers in writing, you agree not to copy, modify, publish, transmit, transfer, display, rent, lease, loan, sell, distribute or create derivative works based on the Sites or Apps, the Content or the Software, in whole or in part. All intellectual property rights in the Content, Sites, Apps, and Software are owned by BenefitMall or its licensors. Except as expressly set forth herein, nothing in this Agreement grants you any rights in respect of any intellectual property owned by BenefitMall or its licensors, and you acknowledge that you do not acquire any ownership rights by accessing or using the Content, Sites, Apps, or Software.

8.2 BenefitMall grants you a personal, nontransferable and nonexclusive right and license to use the object code of its Software on a computer or mobile device that you own or control; provided that you use the Software in accordance with any terms and conditions applicable to your computer, mobile device, or the distribution platform through which you obtained the Software, and that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, except as expressly provided between you and BenefitMall in writing, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Sites, Apps, or any portion of the Apps. You agree not to access the Sites or Apps by any means other than through the interface that is provided by BenefitMall for use in accessing the Sites or Apps.

9. Notices

Notices to BenefitMall shall be made in writing and sent to: BenefitMall Information Technology, 12404 Park Central Drive, Suite 400S, Dallas, TX 75251 or termsandconditions@benefitmall.com. BenefitMall may provide notices to you through the Sites, Apps, by email, first class mail or overnight delivery. You are responsible for regularly reviewing the Sites and the Apps to make sure these terms and conditions are acceptable to you.

10. No Resale

You agree not to reproduce, duplicate, copy, sell, resell, transfer, rent or exploit for any purpose the use of or access to the Sites or Apps or any portion of the Sites or Apps.

11. HIPAA Privacy & Security

11.1 Capitalized terms used, but not otherwise defined in this Section 11, shall have the same meanings as those terms in the Standards for the Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Protected Health Information, promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), codified at 45 C.F.R. Parts 160 and 164. “Protected Health Information” or “PHI,” as used in this Agreement, means (subject to definition provided at 45 C.F.R. 160.103) individually identifiable health information that you receive from BenefitMall or that you create or receive on behalf of BenefitMall in connection with this Agreement.

11.2 This Section 11 is intended to comply with the requirements of the Business Associate agreements BenefitMall has entered into with insurers subject to HIPAA, and is to be constructed to achieve compliance with those requirements. BenefitMall is contractually prohibited from sharing PHI with you without your agreement to comply with the terms of this Section 11.

11.3 You may use or disclose PHI only for the purposes of fulfilling your obligations under brokerage agreements with BenefitMall’s affiliated carriers. Notwithstanding the foregoing, you may not use or further disclose PHI in a manner that would violate the requirements of the HIPAA Privacy Rule. You may use and disclose PHI for your proper management and administration or to carry out your legal responsibilities consistent with the provisions of 45 C.F.R 164.504(e)(4)(i) and (ii). You may only disclose PHI for such purposes if:

(a) the disclosure is required by law; or
(b) you obtain reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies you of any instances of which he or she is aware in which the confidentiality of the information was breached.

11.4 You will not use or further disclose PHI other than as permitted or required by this Agreement or as required by law.

11.5 You will ensure that any agent of yours, including a subcontractor of yours, to whom you provide PHI received from or created or received by you on behalf of BenefitMall, agrees to the same restrictions and conditions that apply to you with respect to such information.

11.6 In accordance with 45 C.F.R. 164.520, and to the extent that such a limitation may affect your use or disclosure of PHI, BenefitMall will notify you of any limitation(s) and changes in, or revocation of, permission by an individual to use or disclose PHI.

11.7 You will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Agreement. You will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that you create, receive, maintain or transmit on behalf of BenefitMall as required by the HIPAA Security Standard, as amended from time to time. You will report to BenefitMall any security incident of which you become aware.

11.8 You agree to mitigate, to the extent practicable, any harmful effect that is known to you of a use or disclosure of PHI by you in violation of the requirements of this Section 11.

11.9 You will report to BenefitMall any use or disclosure of PHI not provided for by this Section 11 of which you become aware.

11.10 You will make PHI and information related to disclosures of PHI by you available to BenefitMall in the time, manner and place designated by BenefitMall, to the extent required to provide an accounting of disclosures in accordance with 45 C.F.R. 164.528. You agree to document such disclosures of PHI and information related to such disclosures as would be required for an entity subject to HIPAA to respond to a request by an individual for an accounting of disclosures of PHI in accordance with C.F.R. 164.528.

11.11 If you receive a request, made on behalf of the Secretary of the Department of Health and Human Services, that you make your internal practices, books and records relating to the use and disclosures of PHI available to the Secretary of the Department of Health and Human Services for the purposes of determining a covered entity’s compliance with the HIPAA Privacy Rule, then you will promptly comply with the request.

11.12 Upon termination of this Agreement for any reason, if feasible, you will destroy or return PHI received from BenefitMall or created or received by you on behalf of BenefitMall that you still maintain in any form and retain no copies of such information. If such destruction or return is not feasible, you will extend the protections of this Section 11 to the information retained and limit further use and disclosure to those purposes that make the destruction of the information infeasible.

11.13 The term of this Section 11 shall terminate when all of the PHI provided by BenefitMall to you, or created or received by you on behalf of BenefitMall, is destroyed.

12. Miscellaneous

12.1 This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to the principles of conflict of laws. You irrevocably consent to bring any action to enforce or relating to this Agreement in the federal or state courts located in the County of Dallas, Texas. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Sites, the Apps, the Content, the Software, or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

12.2 This Agreement constitutes the entire agreement between you and BenefitMall with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter, except to the extent the parties have agreed to a written Client Services Agreement, in which case such Client Services Agreement shall control to the extent there is a conflict between the Client Services Agreement and this Agreement.

12.3 In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions in this Agreement will remain in full force and effect unless the invalid provision constitutes the essence of this Agreement.

12.4 If any inconsistency exists between the terms of this BenefitMall® User Agreement and any additional terms and conditions provided in any other agreement between you and BenefitMall and/or included in different parts of the Sites or Apps (the “Supplemental Terms”), such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, this Agreement shall have control over the Supplemental Terms.

12.5 Sections 2, 3, 4, 5, 7, 8, 10 and 11 shall survive any termination of this Agreement as well as any other provisions, which by their terms or meaning are intended to survive.

12.6 The section titles in this Agreement are for convenience only and have no legal or contractual effect.

12.7 You may not assign this Agreement, by operation of law or otherwise, and any assignment shall be considered null and void.

12.8 This Agreement is intended for the sole benefit of BenefitMall and you and does not create any third party beneficiary rights.

12.9 BenefitMall reserves the right to update this Agreement at any time and from time-to-time, effective upon posting of an updated version to the Apps or BenefitMall website available at www.benefitmall.com. You are responsible for regularly reviewing this Agreement. You should closely monitor the revision date on this Agreement and any changes of its posted date shall be deemed notice to you that the Agreement has been changed or amended. Continued use of the Sites or Apps after any such changes shall constitute your consent to such changes. The parties also agree to take such action as is necessary to amend this Agreement from time to time as is necessary to comply with applicable laws, including, without limitation, HIPAA requirements.

12.10 Please report any violations of this Agreement to our support group at termsandconditions@benefitmall.com. Your use of the Sites or Apps will be deemed acceptance of the above Terms and Conditions.

12.11 This Section applies to your use of the Apps only if you use the Apps on an Apple, Inc. (“Apple”) phone or mobile device. You and BenefitMall acknowledge that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be considered to have accepted that right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. BenefitMall, not Apple, is responsible for addressing any claims you may have relating to the Apps or your possession or use of the Apps. In the event of any failure of the Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apps to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apps. In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any third party claim that the Apps or your possession and use of the Apps infringes that third party’s intellectual property rights, BenefitMall, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

13. Copyright

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide BenefitMall the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Sites or Apps;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Notice of claims of copyright or other intellectual property infringement should be sent to termsandconditions@benefitmall.com.

14. Specific Provisions

14.1 Some parts of the Sites or Apps available to you are for benefit services and related functionality (together, the “Benefit Services”). With respect to the Benefit Services and only the Benefit Services, the following terms and conditions, in addition to all other terms and conditions in the Agreement not specific to certain types of functionality that are not Benefit Services, shall apply:

(a) Through the Benefit Services, BenefitMall provides insurance quotes from independent third parties and their agents (“Quotes”) and Content for its registered users. If you are a registered user with BenefitMall, you are permitted to use the Quotes and Content for providing insurance-related information to customers and potential customers, provided that you abide by the terms of this Agreement and credit BenefitMall as the assigned General Agency on all sold cases associated with BenefitMall services to ensure the agreed carrier compensation to BenefitMall for use of such Quotes and/or Content. Otherwise, you are not allowed to use the Quotes or Content for any purpose, and BenefitMall may terminate your account for failure to credit BenefitMall as the assigned General Agency. A registered user with BenefitMall is defined as a registered user that has requested use of the Benefit Services through the Apps, our website or a BenefitMall representative, provided (as applicable) state license and necessary appointments that are verified by BenefitMall, and have accepted the terms and conditions of this Agreement.
(b) You acknowledge and agree that Quotes and portions of the Content provided through the Benefit Services are supplied by independent third parties or their agents and that BenefitMall does not verify and is not responsible for the reliability or accuracy of such information, including, without limitation, commission rates that may be payable by third parties. You acknowledge and agree that Quotes and commission information are subject to change without notice, that Content from third parties and their agents furnished through the Benefit Services is subject to the terms and conditions of such third parties and their agents and that BenefitMall shall not be liable for any damages or losses caused by the use or reliance upon Quotes, Content from third parties, or other third party information.
(c) If you submit to any of the Sites or Apps or attempt to access on the Sites or Apps any information regarding commissions earned through BenefitMall, policy applications or other documents submitted to any of the Sites or Apps or other similar documents or information (“Broker Information”), you acknowledge and agree that Broker Information may or may not be available when requested, that Broker Information that is made available is provided to you as a convenience, that Broker Information may be inaccurate, incomplete or both, that you are responsible for and advised to independently verify all such Broker Information and that BenefitMall makes no representation or warranty, express or implied, that any Broker Information will be available on the Sites or Apps or, if available, will be accurate and complete. You further acknowledge and agree that BenefitMall reserves the right to charge you for the Broker Information in the event that you are using the Benefit Services but are not selling any services. BenefitMall will notify you before any amounts are charged for the Broker Information. BenefitMall may also terminate your account and your ability to submit and/or access the Broker Information at any time and for any reason without prior notice or liability. If you sign or otherwise enter into any agreement (for example, related to a Quote or Broker Information) on behalf of a third party (such as an employee), you represent that you are authorized to enter into the agreement on behalf of the third party and that you have taken or will take all actions necessary to effect the agreement on behalf of the third party. You represent that all information (including PHI) you submit in connection with the Benefit Services, Quotes, or Broker Information is complete and accurate.
(d) Some of the Benefit Services may be used by you for advertising purposes. You will only use those Benefit Services in a manner that complies with all applicable laws, including, without limitation and as applicable, Do Not Call legislation, the CAN-SPAM Act, and the Telephone Consumer Protection Act (TCPA), and further including any laws that may require you to notify and/or receive consent or permission, in writing or otherwise, from each person on the receiving end of your communication to that person. You agree that you are solely responsible for obtaining all such consents and permissions and BenefitMall is not liable for your failure to do so. As reasonably required by BenefitMall, you will certify in writing to BenefitMall (and update such certification as reasonably required by BenefitMall) that you have complied with, and continue to comply with, all applicable laws in using the Benefit Services and have made all required notifications and obtained all required consents and permissions, and you will provide all information reasonably requested by BenefitMall to assure BenefitMall of such. You understand that BenefitMall is not required and may not offer features that enable your compliance with any applicable law and your use of the Sites and Apps is at your own risk.

14.2 Some parts of the Sites or Apps available to you are for compliance analysis services and other related compliance services (together, the “Compliance Services”). With respect to the Compliance Services and only the Compliance Services, the following terms and conditions, in addition to all other terms and conditions in the Agreement not specific to certain types of functionality that are not Compliance Services, shall apply:

(a) Through the Compliance Services, BenefitMall provides a report on companies’ compliance with healthcare regulations based on information provided by you through a Sites or an App (each a “Workforce Analysis Report”) and Content for use by you and other independent third-party advisors (e.g., accountants, brokers). If you are a registered user with BenefitMall or are otherwise authorized by BenefitMall, you are permitted to use Workforce Analysis Reports and Content for providing insurance-related information to customers and potential customers, provided that you abide by the terms of this Agreement and credit BenefitMall as the assigned General Agency on all sold cases associated with BenefitMall services to ensure the agreed carrier compensation to BenefitMall for use of such Workforce Analysis Report and/or Content. Otherwise, you are not allowed to use the Workforce Analysis Report/Content for any purpose. A registered user with BenefitMall is defined as a registered user that has requested use of the BenefitMall Compliance Services through an App, our website or a BenefitMall representative, provided (as applicable) state license and necessary appointments that are verified by BenefitMall, and have accepted the terms and conditions of this Agreement.
(b) In addition to the permitted disclosures under the Privacy Policy, by submitting information in response to the Workforce Analysis Report questionnaire, or by otherwise submitting or downloading information to a Site or an App, you expressly acknowledge and agree that BenefitMall may provide such responses, information and related Workforce Analysis Reports to independent third-party advisors and that such advisors may contact you for the purpose of supporting your healthcare regulation compliance.
(c) Neither BenefitMall nor its licensors can guarantee, and BenefitMall and its licensors do not guarantee, their accuracy or reliability or their applicability to your or your client’s circumstances. Specifically, you acknowledge and agree that you are solely responsible for confirming the accuracy of any Workforce Analysis Reports, and that BenefitMall does not provide tax or legal services or other expert advice on regulatory matters. You acknowledge and understand that the Compliance Services do not constitute legal advice and that you should obtain an attorney to advise you as to whether you comply with applicable laws.

14.3 Some parts of the Sites or Apps available to you are for payroll services and related functionality (together, the “Payroll Services”). With respect to the Payroll Services and only the Payroll Services, the following terms and conditions, in addition to all other terms and conditions in the Agreement not specific to certain types of functionality that are not Payroll Services, shall apply:

(a) You use the Payroll Services at your own risk, and BenefitMall shall not be liable for any monetary loss incurred by you, your employees, or any third party arising from or relating to the Payroll Services. You are responsible for confirming the accuracy of the results of the Payroll Services. You acknowledge and understand that the Payroll Services do not constitute legal or tax advice and that you should obtain an attorney and/or tax advisor to advise you as to any legal or tax questions you may have.
(b) You are solely responsible for all amounts, information, and other inputs entered into the Payroll Services, and you understand that the results of the Payroll Services depend upon the accuracy of the amounts, information, and other inputs that you enter.
(c) You are solely responsible for all actions affecting your employees and agents, including, without limitation, the withholding of, and remittance to, the proper authorities of employment taxes and other payroll deductions and the administration of all employee benefits and other such programs. You represent that you have obtained all necessary consents and authorizations, and provided all necessary notifications and information, to perform all such actions affecting your employees and agents, including making payroll deductions for elected benefits. The notifications and information may include descriptions of the benefits available to the employee, the premium amount owed for the benefits, and any changes to the benefits or premium amounts.
(d) BenefitMall, through its Payroll Services and other online tools, provides certain information regarding accounts and commissions (“Payroll Account Data”) to its customers and partners that use the Payroll Services. While BenefitMall always seeks to provide accurate information, you acknowledge and agree that some Payroll Account Data may not be accurate or available when requested. Payroll Account Data is provided to you as a convenience, and Payroll Account Data may be inaccurate, incomplete or both. You are responsible for independently verifying all such Payroll Account Data. BenefitMall makes no representation or warranty, express or implied, regarding the Payroll Account Data.

15. BENEFIT ADMINISTRATION SERVICES AGREEMENT

This BENEFIT ADMINISTRATION SERVICES AGREEMENT (“Agreement”) is entered into as of «Effective Date» (the “Effective Date”) by and between «Customer Name» (the “Customer” or “You”), with its principal place of business at «Customer Address» and Centerstone Insurance and Financial Services, LLC dba BenefitMall (“BenefitMall”), a Delaware limited liability company located at 12404 Park Central Drive, Suite 400S, Dallas, TX 75251 (collectively, the “Parties”).

WHEREAS, the Customer has established employee benefit plan(s) and/or desires certain program design, administration, and record-keeping services relating to its employee benefit plan(s);

WHEREAS, BenefitMall provides its benefits administration solution, CustomerFocus, and utilizes partnerships with industry-leading providers to offer premier benefits administration solutions that provide brokers the advantages they need to stay on top and meet their customers’ needs as outlined in Appendix A (the “Services”);

WHEREAS, Customer wishes to engage BenefitMall to provide the Services to Plan participants.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

“Affiliate” means a business entity that controls (i.e., parent), is controlled by (i.e., subsidiary), or under common control with (i.e., sister company) a Party to this Agreement.

“Applicable Law” means all applicable federal, state, and local laws, rules, regulations, codes, constitutions, treaties, orders, or decisions of any governmental authority, as may be amended.

“Business Day” means any day in which BenefitMall is operating under normal business conditions.

“Employee” means an employee of the Customer.

“Nonpublic Personal Information (‘NPI’)” means personally identifiable financial information about Plan participants and includes, without limitation, any list, description, or other grouping of Plan participants (and publicly available information pertaining to them) that is derived using any nonpublic personal information.

“Personal Information” means NPI and PHI, collectively.

“Plan(s)” means all employee benefit plans, for which BenefitMall is providing administrative and/or consulting services under this Agreement.

“Protected Health Information (‘PHI’)” means information related to the past, present or future physical or mental health or condition of a Plan participant, the provision of healthcare to a Plan participant, or the past, present or future payment for the provision of healthcare to a Plan participant and that identifies the Plan participant or with respect to which there is a reasonable basis to believe the information can be used to identify the Plan participant.

ARTICLE 2. RELATIONSHIP BETWEEN THE PARTIES

2.1 The relationship between BenefitMall and the Customer/Plan(s) under this Agreement shall be that of independent entities contracting with each other solely for the purpose of carrying out the purposes of this Agreement (each Party being solely an independent contractor of the other). Neither of the Parties, nor any of their employees or agents, shall be construed to be the employee, partner, or joint venturer of the other Party; nor shall this Agreement create any relationship of principal and agent, or of franchiser and franchisee, between the Parties.

2.2 It is expressly understood and agreed that neither Party hereto has, nor shall have, authority to make any representation, warranty, or binding commitment on behalf of the other Party. Neither Party is responsible for, nor incurs any liability with respect to, the debts or the acts, or the failure to act, of the other Party.

2.3 BenefitMall is not a fiduciary under Applicable Law with respect to: the Customer, any of the Customer’s employees, or any Plan participant or beneficiary. Customer is responsible for administering the Plan(s) in all respects with the assistance of BenefitMall for the specific tasks set forth in this Agreement or in any applicable Appendix.

2.4 BenefitMall shall directly, or indirectly through subcontractors, perform those Services set forth in this Agreement and Appendix A. BenefitMall shall not be required to perform additional services, to vary its customary operating procedure or to adopt new operating procedures during the Term of this Agreement unless pursuant to an amendment to this Agreement duly executed by the Customer and BenefitMall.

2.5 BenefitMall agrees to perform all Services and obligations under this Agreement in compliance with all Applicable Laws. Contemporaneously with the execution of this Agreement, the Parties may execute a Business Associate Agreement which shall be incorporated by reference into this Agreement.

ARTICLE 3. CUSTOMER OBLIGATIONS

3.1 Administrative Charges for Services.

The Customer agrees to pay BenefitMall the fees set forth in Appendix A. Fees may be modified in accordance with: (a) an applicable Appendix or (b) Section 3.3 and 3.4 of this Agreement.

3.2 Compliance.

Customer has the sole authority and responsibility for any wellness benefit plan or program that may incorporate the Services for the benefit of its eligible employees, including the authority and responsibility for administering, construing, and interpreting the provisions of such plan or program and making all determinations thereunder. If and to the extent that the Services are provided through a wellness benefit plan, or if Customer determines that the Services themselves constitute a wellness benefit plan, Customer is responsible for complying with laws that apply to it as plan administrator, including but not limited to, the Patient Protection and Affordable Care Act, the Health Insurance Portability and Accountability (HIPAA), Genetic Information Nondiscrimination Act (GINA), the Consolidated Omnibus Budget Reconciliation Act (COBRA), and the Americans with Disabilities Act (ADA) and the Employee Retirement Income Security Act of 1974 (ERISA).

3.3 Plan or Customer Changes.

The Customer shall notify BenefitMall immediately if there are any organizational changes to the legal form, structure, or ownership of the Customer or Affiliates, or changes to the applicable Plan. Such changes may result in modification to the fees set forth in Appendix A.

3.4 Changes in Census Data.

If Customer census data fluctuations of plus or minus ten percent (+/- 10%) occur after the Effective Date of this Agreement, BenefitMall may modify the fees specified in any applicable Appendix. If the Parties are unable to reach agreement on the modified fees or services provided under this Agreement, the Parties may decide either to (a) continue the Agreement under its original/prior terms or (b) mutually terminate this Agreement.

3.5 Implementation Support.

Upon BenefitMall’s request, Customer will provide appropriate human resources, communications, and other appropriate coordination and support in connection with the implementation and administration of the Services.

3.6 Information to Employees.

The Customer shall be responsible for the education of the eligible employees regarding the nature and availability of the Services, the internal promotion of the program along with management of incentives associated with participation in or results of the Services.

3.7. Medical Records.

The Customer acknowledges the need for and supports a mechanism for obtaining from each employee/participant written authorization for (if required), the release of any Personal Information, in accordance with Applicable Law (including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”) and the Gramm-Leach-Bliley Act (“GLBA”)), to permit Customer and BenefitMall to perform their respective obligations under this Agreement.

ARTICLE 4. INDEMNIFICATION AND LIMITATION OF LIABILITY

4.1 Indemnification.

Each Party (“Indemnifying Party”) will defend, indemnify, and hold harmless the other Party and their respective Affiliates, directors, officers, employees, agents, attorneys, representatives, successors, and assigns (“Indemnitees”) from, and against, any and all claims, demands, or notices (direct or indirect) in whatever form and regardless of whether a claim lacks merit, asserted against any Indemnitee with respect to actual or alleged liabilities, damages, losses, claims, demands, assessments, actions, causes of action, and costs (including reasonable attorneys' fees and expenses), arising out of, or resulting from, any material breach of this Agreement, or any negligent, unlawful, or intentional misconduct, on its part or on the part of any of its agents or employees; and in the case of Customer, in the event of any of the following: (a) incorrect or incomplete data or instructions to BenefitMall, (b) failure to notify BenefitMall of Plan terms and changes, and (c) in the case of the Customer, the Customer’s breach of Plan fiduciary or other duties to employees/participants or beneficiaries under Applicable Law (collectively “Claims”).

4.2 Indemnification Procedures.

If a third party makes a Claim subject to indemnification hereunder and the Indemnitee intends to seek indemnification from the Indemnifying Party, the Indemnitee shall give notice of the Claim to the Indemnifying Party, including a brief description of the Claim, if known; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent prejudiced by such failure. Upon giving such notice, the Indemnifying Party is obligated to defend the Indemnitee against such Claim and is entitled to assume control of the defense of the Claim with counsel chosen by the Indemnifying Party. At the Indemnifying Party’s request and expense, the Indemnitee shall, to a commercially reasonable extent, cooperate fully with and assist the Indemnifying Party in its defense against such Claim in all reasonable respects. Notwithstanding the foregoing, the Indemnitee shall have the right, at its own expense, to employ separate counsel in any such action, but the role of such counsel shall only be supportive of the Indemnifying Party’s counsel. Neither the Indemnifying Party nor any Indemnitee shall be liable for any settlement of any Claim affected without its consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Indemnitee shall retain, assume, or reassume sole control over all expenses relating to every aspect of the defense of a Claim that it believes is not the subject of indemnification hereunder.

4.3 Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES PROVIDING OR RECEIVING THE SERVICES ELECTED UNDER THE RECITALS AND PROVIDED HEREUNDER) BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR LOSSES OR DAMAGES WHICH FALL INTO ANY OF THE FOLLOWING CATEGORIES: (A) LOST REVENUES; (B) LOST PROFITS; (C) LOSS OF BUSINESS; (D) TRADING LOSSES; OR (E) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY OF THE FOREGOING LOSSES OR DAMAGES RESULTING FROM CUSTOMER’S USE OF THE SERVICES PROVIDED HEREUNDER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID TO BENEFITMALL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM AND THEN ONLY TO THE EXTENT THE FEES RELATE TO THE SERVICES OR WORK PRODUCT CONTAINING ANY ALLEGED ERRORS OR OMISSIONS.

4.4 Disclaimer.

THE SERVICES ARE PROVIDED HEREUNDER “AS IS,” AND ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE (INCLUDING IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT.

ARTICLE 5. TERM

The term of this Agreement commences on the Effective Date and continues for a period of one (1) year (“Initial Term”). Following the Initial Term, the Agreement will automatically renew for subsequent one (1) year periods (each a “Renewal Term”) unless either Party provides the other Party with at least ninety (90) days’ prior written notice of its intent not to renew this Agreement.

ARTICLE 6. TERMINATION

6.1 Either Party may terminate this Agreement by mutual agreement of the Parties or for convenience upon ninety (90) days’ advance written notice to the other Party.

6.2 Either Party may immediately terminate this Agreement, without advance notice, for the following acts of or by the other Party: (a) gross negligence; (b) willful misconduct; (c) breach of the confidentiality obligations set forth herein; (d) insolvency; (e) makes a general assignment for the benefit of creditors; (f) suffers or permits the appointment of a receiver for its business or assets; (g) becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign; (h) ceases doing business in the ordinary course; (i) has wound up, dissolved or liquidated, voluntarily or otherwise, and/or (j) makes an assignment or delegation in violation of this Agreement.

6.3 Either Party may terminate this Agreement if the other Party breaches, or is otherwise in default of, any material obligation under this Agreement if the default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice of default from the non-defaulting Party or within any additional cure period as the non-defaulting Party may authorize in writing.

6.4 Effect of Termination.

Any unsatisfied payment obligations remaining at the time of termination or expiration of this Agreement will survive the termination or expiration of this Agreement. The Parties will reasonably cooperate with and assist each other in any necessary and appropriate notification of participants, beneficiaries, regulators, and other interested parties in the event of a termination or expiration. The Parties will cooperate with and assist each other in the transfer of administrative data and documentation in the other’s possession that may be necessary relating to the continued servicing of the Plan(s). BenefitMall reserves the right to charge for the time and costs incurred in the preparation and transmission of such records to Customer. Invoices are issued as work progresses, customarily on a monthly basis, with payment due upon receipt.

ARTICLE 7. CONFIDENTIALITY

7.1 Confidential Information.

“Confidential Information” includes, but is not limited to, the following information relating to or provided by a Party, its Affiliates, employees or contractors (“Disclosing Party”) to the other Party, its Affiliates, employees or contractors (“Receiving Party”), whether such information is written or oral, electronic or in other form, including, but not limited to: trade secrets, know-how, ideas, customer surveys, customer lists, questionnaires, research, products and product plans, services, software developments, inventions, methodologies, designs, drawings, diagrams, flowcharts, financial information, manuals, business strategies, processes and policies, technical descriptions and information, markets, and/or marketing plans. Confidential Information also includes any reports or documents that include, summarize, are based on, or refer to Confidential Information and all derivative works of any Confidential Information. Confidential Information includes all Personal Information. Confidential Information also includes information contained in this Agreement or any Appendix.

7.2 Handling of Confidential Information.

Each Party agrees to (a) treat as confidential all Confidential Information of the Disclosing Party furnished to the Receiving Party pursuant to this Agreement in accordance with the provisions of this Article 7, and to take, or abstain from taking, other actions set forth herein, and (b) implement or maintain reasonable security measures to maintain the confidentiality of the Confidential Information.

Confidential Information will be used solely for the purpose of fulfilling the Receiving Party’s obligations hereunder, and will be kept confidential by the Receiving Party, its Affiliates, and their respective officers, directors, members, employees, representatives, contractors, consultants, agents, and advisors, provided, however, that: (a) any of such Confidential Information may be disclosed to officers, directors, members, employees, Affiliates, representatives, contractors, consultants, agents, and advisors of the Receiving Party who need to know such Confidential Information for the purpose of fulfilling each Party’s obligations hereunder and who are under obligations of confidentiality no less stringent than those contained herein, (b) the Receiving Party may disclose any Confidential Information to which the Disclosing Party previously and expressly consents in writing, and (c) either Party may disclose that portion of the Confidential Information to the extent and in the manner required to satisfy its obligations under Applicable Law.

7.3 Notice.

A Party intending to make any disclosure under Article 7.2(c) shall provide to the other Party reasonable advance notice of such requirement, if possible, and reasonable opportunity to seek a court order or other relief preventing such disclosure.

7.4 Return of Confidential Information.

Upon termination or expiration of this Agreement and request of the Disclosing Party, each Party will return to the other Party all materials containing or reflecting the Confidential Information and will not retain any copies, extracts, or other reproductions thereof unless otherwise specified in this Agreement.

7.5 Limitations.

These restrictions shall not apply to any part of the Confidential Information which (a) was at the time of disclosure or thereafter becomes generally available to the public other than as a result of a breach of the Receiving Party’s obligations hereunder; (b) was at the time of disclosure, as shown by the Receiving Party’s records, already in the Receiving Party’s possession on a lawful basis; (c) is lawfully acquired by the Receiving Party after the time of the disclosure through a third party under no obligation of confidence to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reliance on the Confidential Information by the Receiving Party.

ARTICLE 8. PRIVACY

8.1 GLBA.

Each Party agrees to comply with applicable privacy provisions of GLBA and the rules promulgated thereunder and as may be amended or superseded from time to time.

8.2 Non-Disclosure of Personal Information.

Neither party shall disclose any Personal Information pertaining to, or related to, any Employee unless it shall have received the Employee’s consent to the release of such information, or as required or permitted by law.

8.3 Business Associate Agreement.

With respect to HIPAA and any service where PHI is used or transmitted, the Parties may execute a Business Associate Agreement (“BAA”), contemporaneously with the execution of this Agreement, with said BAA being incorporated herein by reference into this Agreement. Furthermore, Parties warrant that:

8.4 Breach of Personal Information.

In the event any Party becomes aware of a breach of Personal Information, written notice shall be sent to the other Party within thirty (30) days of discovering such breach (even if at the time the notifying Party does not have all the details concerning the breach). The notice shall contain the information required by any Applicable Law and any other additional and relevant information reasonably requested by the other Party. Breach of PHI is governed by the BAA entered into between the Parties.

8.5 Return of Personal Information.

When Personal Information is no longer required in connection with performance of Services or any other obligation under this Agreement, or upon termination of the Agreement, the applicable Party shall destroy or return all Personal Information as promptly as reasonably possible, and shall retain no copies thereof, except that any Party may retain such records, including Personal Information, as required by Applicable Law or by the Party’s own record retention policies or standards.

ARTICLE 9. PROPRIETARY RIGHTS

9.1 Ownership and License to Use Plan Participant Data.

All Confidential Information shall remain the property of the Disclosing Party. Customer hereby grants BenefitMall a non-sublicensable, non-transferable (except in connection with a permitted assignment of this Agreement), non-exclusive, limited license to (a) access, use, manipulate, analyze, store, display, transmit and reproduce Plan participant data for its internal business purposes and (b) combine and aggregate with BenefitMall’s or other data to create Derived Data (as defined below). BenefitMall may permit its Affiliates and third-party contractors and service providers to exercise the rights in the Plan participant data pursuant to the license granted herein, provided that contractors and service providers may exercise such right solely in the course of providing services to BenefitMall.

“Derived Data” means any information or data resulting from BenefitMall’s analysis of the Plan participant data and its combination with other data not provided by BenefitMall, such that the underlying Plan participant data is not discernable as being that of Customer and any personally identifiable information is de-identified.

9.2 Each Party acknowledges that its pre-existing technology, programs and process used or provided to perform their respective obligations under this Agreement are the intellectual property and/or Confidential Information of the applicable disclosing Party. Customer agrees that unless specifically otherwise agreed by the Parties, that all inventions, improvements, deliverables, derivative works, materials, discoveries or developments, including computer software authored by BenefitMall or its contractors which BenefitMall or its contractors, either jointly or with others, may make or conceive related to or in any way connected to the Services, are the sole and exclusive intellectual property of BenefitMall free from any claim of any kind on the part of Customer or any Customer representatives (employees, Agents and contractors).

ARTICLE 10. FEES AND PAYMENT

10.1 Customer shall compensate BenefitMall the fees specified in the applicable Appendix, which is attached to and made a part of this Agreement. Such payment shall be due forty-five (45) days after receipt of BenefitMall’s invoice. If a payment dispute arises, Customer shall notify BenefitMall to resolve the disputed amount. If this Agreement is terminated before the Services are completed, payment will be made to BenefitMall for Services rendered up to the time of termination. Except for charges and expenses expressly stated and agreed upon in this Agreement, Customer will not be invoiced for, or be obligated to pay, any charges, expenses or any other amounts for the Services described therein.

10.2 A charge of no more than one and one-half percent (1.5%) per month (or, if less, the highest rate allowed by applicable law) may be assessed on the payments not paid within ten (10) days described in Section 10.1 above, until paid in full. Customer shall be liable for all sales, use and other applicable taxes associated with its use of the Services hereunder. Customer’s failure to bring account(s) current within thirty (30) days of written notice may result in BenefitMall’s suspension of the Services under this Agreement until the account is made current.

ARTICLE 11. MISCELLANEOUS

11.1 Maintenance of Records.

BenefitMall will maintain all relevant records related to the Services provided hereunder in accordance with reasonable standards of record keeping and Applicable Law.

11.2 Electronic Transmission of Data.

In the course of administering the Plan, various communications and transmissions of data between the Customer and BenefitMall may occur by electronic means. The Customer authorizes and instructs BenefitMall to act on such communications and transmissions, without further inquiry into their source or validity. BenefitMall will use commercially reasonable efforts to maintain and operate the systems carrying such communications. Neither party will be responsible for interruptions in such communications caused by circumstances outside of its reasonable control.

11.3 Audit Rights.

The accounts and records of each Party pertaining to the Services covered by this Agreement are subject to audit and inspection by the other Party or its authorized representative at all reasonable times, upon thirty (30) days’ advance written notice, including any time within ninety (90) days after termination or expiration of this Agreement. Such audit shall be at the sole expense of the Customer. Such audit shall not, however, without the agreement of both Parties, exceed one (1) per calendar year unless otherwise required by Applicable Law.

11.4 Assignment.

No Party hereto shall assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld.

11.5 Force Majeure.

To the extent permitted by Applicable Law, if any Party should fail in whole or in part to fulfill its obligations under this Agreement as a consequence of acts of God, fire, explosion, strikes, floods, earthquakes, embargoes, war, acts of terrorism or riot, such failure to perform shall not be considered a breach of this Agreement during the period of such disability and for a reasonable time thereafter, except that Customer is at all times responsible for its payment obligations to BenefitMall hereunder. In the event of any force majeure occurrence, the disabled Party shall use its best efforts to meet its obligations as set forth in this Agreement. The disabled Party shall promptly and in writing advise the other Party if it is unable to perform due to a force majeure event, of the expected duration of such inability to perform, and of any developments (or changes therein) that appear likely to affect the ability of that Party to perform any of its obligations hereunder in whole or in part.

11.6 Third-Party Beneficiaries.

The Parties to this Agreement do not intend to make any other party a “third-party beneficiary” of this Agreement. Only the Parties to this Agreement have rights to enforce this Agreement or to prevent it from being modified or terminated.

11.7 Notices.

All notices required to be given concerning this Agreement must be in writing and shall be made by either guaranteed overnight delivery, certified mail or by fax. Optionally, notices may be made by electronic mail only if immediately followed by the written notices as stated herein. Notice is effective when first received in writing. Notices will be given to the Parties at the addresses listed below in the signature page.

11.8 Severability.

If any provision of this Agreement shall be held or determined to be illegal, void or unenforceable, then the remaining provisions shall continue in full force and effect and unaffected by such holding or determination.

11.9 Survival.

The following provisions of the Agreement shall survive termination or expiration of any term as well as any provisions that by their nature are intended to survive beyond termination: Section 3.2; 3.5; 3.9; Article 4 (Indemnification and Limitation of Liability); 6.4; Articles 7-9; 11.3; 11.11, 11.13 and Appendix B.

11.10 Amendment and Waiver.

No amendment or modification to this Agreement will be effective unless in writing and signed by duly authorized representatives of both Parties. No term or provision of this Agreement will be deemed waived, and no breach excused unless the waiver is in writing and signed by an authorized representative of both Parties.

11.11 Dispute Resolution.

In the event any dispute, claim, question or disagreement arising from or relating to this Agreement or breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution satisfactory to both parties.

11.12 Entire Agreement.

This Agreement and its appendices attached hereto embody the entire agreement and understanding between the Parties hereto with respect to the subject hereof and supersede any and all prior agreements and understandings relating to the subject matter.

11.13 Governing Law.

This Agreement, and all claims or controversies arising hereunder, will be governed by and construed in accordance with the substantive laws of the State of Texas, without regard to its conflict of laws provisions.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date. This Agreement may be executed in counterparts.

APPENDIX A

DESCRIPTION OF SERVICES AND FEE SCHEDULE

BenefitMall provides comprehensive benefits administration services and/or third-party technology, or systems provided by or through BenefitMall (individually or collectively referred to in this Appendix as “BenAdmin”) to customers. These services encompass the establishment of groups within the benefits administration platform and maintenance support for customers utilizing a benefits administration platform. Additionally, BenefitMall facilitates the creation of direct carrier connections between the BenAdmin platform and insurance carriers. The organization also offers training sessions and demonstrations of the BenAdmin systems for both brokers and groups. Depending on the selected service model, BenefitMall will manage the processing of additions, terminations, and eligibility changes for coverage lines in which it is assigned as the General Agency. Furthermore, there are circumstances in which BenefitMall will communicate these eligibility changes to the carrier on behalf of the broker, even in instances where BenefitMall is not the designated General Agency.

Training:

When utilizing BenefitMall BenAdmin, Customer admin must attend a BenefitMall BenAdmin training session. This requirement enables the Customer/group admin to be self-sufficient with the platform.

Customer responsible for maintaining data accuracy of the third-party BenAdmin System.

It is the Customer's responsibility to keep the platform current and ensure the group keeps it current so that BenefitMall can process any adds/terms/changes promptly and accurately.

Accuracy of the information added to BenAdmin System (Ease, Employee Navigator, etc.)

It's important to understand that any incorrect data entered in the BenAdmin system can have serious consequences. BenefitMall cannot be held responsible for such errors, so it's crucial that you, as the Customer, ensure the accuracy of the information.

Outline the Customer's role in the timely processing of adds/terms/changes.

As a Customer, it's your responsibility to ensure that the information is entered into the BenAdmin system on the same day as the event, to avoid any processing delays.

Group admin(s) (employed by the Customer) should not close any "to-dos" in Ease (specific to Ease)

Group administrators or Customers and their staff should be aware that closing any add/term/change can have serious consequences. It can prevent the BenefitMall service team from viewing that information, potentially causing employee adds/terms to be missed or delayed in being processed.

APPENDIX B

WEBSITE, MOBILE APPLICATION ADDITIONAL TERMS AND CONDITIONS

By accessing or using (a) the BenefitMall website and/or any of the services or applications available through the website (collectively, the “Sites”) or (b) the BenefitMall mobile application and/or any of the services available through the application (collectively, the “Apps”), you agree to these Terms and Conditions of use. If you do not agree to these terms, you may not use any of the Sites or Apps.

General

1.1 These additional terms and conditions provided to you by BenefitMall and/or included in different parts of the Sites or Apps, are made part of the Agreement. The Sites and Apps are operated by BenefitMall, a d/b/a of Centerstone Insurance and Financial Services, Inc. (“BenefitMall”) or third parties on behalf of BenefitMall.

1.2 When using a particular BenefitMall service offered through the Sites or Apps, you shall be subject to any posted or linked guidelines, rules, and additional terms and conditions applicable to such services (“Third Party Terms”). Third Party Terms are subject to change at any time by the applicable third party.

Availability, Content and Comments

2.1 You acknowledge and agree that access to the Sites or Apps may be unavailable from time to time through no fault of BenefitMall, including, without limitation, downtime due to regular maintenance performed by BenefitMall or its third-party service providers, and that BenefitMall shall not be liable for any damages or losses caused by such unavailability. BenefitMall does not guarantee the continuous, uninterrupted, or error-free operability of any of the Sites or Apps.

2.2 You acknowledge and agree that all information, including, without limitation, software, photographs, audio and video clips, text graphics, links, Quotes (as defined below), Workforce Analysis Reports (as defined below), and other materials and information, including online enrollment submissions, available, accessed or distributed on, through or in connection with the Sites or Apps (including all software, HTML code, Java applets, and other scripts, binary code, code, etc.) (collectively, the “Content”) is owned by BenefitMall or its licensors. When using Content as permitted in this Agreement, you agree to comply with the terms of all notices, including but not limited to trademark and copyright notices, information and restrictions contained in, or accompanying, any Content. Your use of Content must be consistent with our Privacy Policy and all applicable laws, rules and regulations governing privacy and/or data protection. Your use of Content must also comply with the privacy policies of third-party providers who contribute to Content. Use of Content in violation of this Section 2.2 will give BenefitMall the right to immediately terminate or suspend your access to any or all of the Sites or Apps and/or Content. You also agree to all other terms within the Sites and Apps.

2.3 You may not copy, reproduce, or use the names, trademarks, logos, or brands of BenefitMall or those of any of its affiliates or partners in part, in modified form, or in any other manner. Certain third-party names, trademarks, logos, and brands may appear on the Sites and Apps, and those are the sole property of their respective owners, and you are similarly prohibited from copying, reproducing, or using such third-party names, trademarks, logos, and brands.

2.4 Except for trademarks, copyrights, or patents developed or owned by you prior to, and independently of, your use of the Site or App, and except for information submitted by you for the purpose of obtaining rate and plan information or Workforce Analysis Reports, and except for personally identifiable information collected under the guidelines established on our Privacy Policy (collectively, the “Data”), you agree that all submissions, written or otherwise, made by you or on your behalf, whether offered or disclosed to BenefitMall on or through any of the Sites or Apps, or otherwise (collectively, “Comments”) will be considered non-confidential and non-proprietary and may be used by BenefitMall for any purpose. BenefitMall will have no obligations with respect to the Comments. By submitting Comments to BenefitMall, you irrevocably transfer and assign to BenefitMall, and forever waive and agree never to assert, any copyrights or other rights that you may have in such Comments. BenefitMall and its designees will be free to copy, disclose, distribute, incorporate and otherwise use or destroy the Comments and all data, images, sounds, text and other things embodied in the Comments for any and all commercial or noncommercial purposes. BenefitMall is and shall be under no obligation to respond to any of your or any other user’s Comments. Further, BenefitMall may aggregate, compile and use your Data to improve, develop or enhance the Sites or Apps or other existing or prospective services offered by BenefitMall, so long as no Data is identifiable as originating from you in such aggregated form.

2.5 You represent and warrant that information submitted by you to BenefitMall, including, without limitation, all Data and Comments, does not and will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that submitted information does not and will not contain libelous or otherwise unlawful, abusive, obscene or pornographic material. You are and shall remain solely responsible for the content of any information, including any Data, you submit on, or through, our Sites or Apps or through third-party integrations.

2.6 BenefitMall takes steps to protect Data containing sensitive personal information. As a registered user of the Sites or Apps, your account administrator may elect to unmask certain sensitive personal information contained in the Data. Unmasking sensitive personal information may increase the risk of unauthorized access to, and copying, viewing and distribution of, sensitive personal information. BenefitMall disclaims any and all liability associated with an administrator’s election to unmask sensitive personal data.

2.7 You agree that BenefitMall may use and/or disclose information about you, including information about your demographics and use of the Sites or Apps in any manner that does not reveal your identity. By participating in rewards programs, sweepstakes, contests or promotions offered on the Sites or Apps, and/or requesting promotional information or product updates, you agree that BenefitMall may use your information for marketing and promotional purposes and may disclose your information to any applicable third-party providers of rewards programs, sweepstakes, contests and promotions. Additionally, by using our BenefitMall Benefits Administration powered by Ease platform, you are giving us permission to market additional products and services to you through in-App messaging and other channels. Brokers who opt-in to the receipt of marketing materials will be provided opportunities for channels to sell additional products and services. Please refer to our Privacy Policy for further information on how BenefitMall uses your information.

2.8 You agree that BenefitMall may send electronic mail to you for the purpose of advising you of any of BenefitMall’s products or services, or for such other purpose(s) as BenefitMall deems appropriate. You agree that it is your sole responsibility to scan any documents, files, and other attachments attached to our electronic mail for computer viruses, and you agree to hold BenefitMall harmless for any computer viruses you may receive from electronic mail sent from BenefitMall.

2.9 If any passwords are required to access any part of any of the Sites or Apps, you are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You are not authorized to share your user ID or password with any other person. You agree to immediately notify BenefitMall of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Sites and Apps.

2.10 You hereby consent to the use of cookies on the Site.

2.11 BenefitMall, through the Sites, Apps, or otherwise, may provide an electronic or other mechanism to allow employees or others to provide information about the employee and his or her dependents for quoting or other purposes. Information provided by the employee will be considered Data under these Terms and Conditions as if such information was submitted by you.

2.12 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

2.13 BenefitMall may require certain security measures to access the Sites and Apps. These security measures may include passwords (as set forth in Section 2.9), multifactor authentication (MFA), and SSL (Secure Sockets Layer) encryption. Multifactor authentication is a security method that uses multiple mechanisms to authenticate a user, such as a combination of a password and means to verify that a user possesses a particular mobile device. You acknowledge that certain features of the Sites or Apps (including security measures, such as MFA) may trigger SMS or voice calling authentication, authorization, or other communication to you from BenefitMall or its agents or representatives (collectively, “Communications”). You authorize and consent to all such Communications. You will be responsible for any fees or charges related to your receipt of Communications, including fees or charges imposed by your carrier or provider of internet or telephone services.

Rules of Conduct

You may only use the Sites and Apps in accordance with this Agreement. You agree you will not engage or attempt to engage in any improper use of the Sites or App, including, without limitation:

(a) posting on your website or any other website any link to any part of the Sites or Apps or otherwise republishing, redistributing, or re-transmitting the Sites or Apps and Content without BenefitMall’s prior written consent, although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that BenefitMall endorses you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site or App, and the linked website does not contain any content that is unlawful, threatening, abusive, libelous, pornographic, obscene, vulgar, indecent, offensive, or which infringes on the intellectual property rights or other rights of BenefitMall or any third party; or otherwise do anything that it is not expressly permitted by this Agreement;

(b) using the Sites or Apps for any purpose other than as provided in this Agreement, including, without limitation, advertising or soliciting funds or goods and services;

(d) impersonating or misrepresenting your affiliation with any person or entity;

(e) storing any part of the Sites or Apps (including any pages thereof) on a server or other storage device connected to a network or creating a database by systematically downloading and storing any data from the Sites or Apps (other than for page caching);

(f) removing or changing any content of the Sites or Apps or attempting to circumvent security or interfere with the proper working of the Sites or Apps or any servers on which either is hosted;

(g) using any robot, data mining, screen scraping, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Sites, Apps, or any Content;

(h) posting, distributing, or reproducing in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;

(i) interfering with or disrupting the Sites, Apps, or any servers or networks connected to the Sites or Apps;

(j) posting, emailing, or otherwise transmitting any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; and

(k) modifying, copying, reproducing, duplicating, adapting, sublicensing, translating, selling, reverse engineering, deciphering, decompiling, or otherwise disassembling any portion of the Sites or Apps or any software used on or for any part of the Sites or Apps or causing others to do so.

No Endorsement

4.1 BenefitMall does not represent or endorse the accuracy or reliability of any Content posted on or distributed through the Sites or Apps, including, without limitation, the Quotes, Workforce Analysis Reports, and any interactive calculators or through any third-party integrations, and you acknowledge that any reliance upon such Content shall be at your sole risk.

4.2 The Sites and Apps may contain links to sites on the Internet, which are owned and operated by third parties (the “External Sites”). You acknowledge that BenefitMall is not responsible for the availability, accuracy or reliability of, nor does it endorse the content located on or through any External Sites. To the extent that any of the Sites or Apps contain links to outside services and resources, the availability, accuracy, reliability and content of which BenefitMall does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites. Your linking to other sites is at your own risk, and you agree to hold BenefitMall harmless for any damages that may occur from your linking to another site.

Termination

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

6.1 NEITHER BENEFITMALL NOR ANY PROVIDER OF THIRD-PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT ANY PART OF THE SITES OR APPS WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES BENEFITMALL, ANY THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RELIABILITY OF OR RESULTS TO BE OBTAINED FROM USE OF THE SITES OR APPS OR THE CONTENT. THE SITES, APPS, AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.

6.2 NONE OF BENEFITMALL, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY LICENSORS AND THEIR RESPECTIVE AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, WARRANTIES OF ACCURACY, ADEQUACY, TIMELINESS, AVAILABILITY, OR COMPLETENESS, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE SITES OR APPS, ANY CONTENT OR ANY PRODUCTS OR SERVICES DISTRIBUTED THROUGH ANY OF THE SITES OR APPS, AND EACH OF BENEFITMALL, THE THIRD-PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS HEREBY EXPRESSLY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. NEITHER BENEFITMALL NOR ANY THIRD-PARTY CONTENT PROVIDER WARRANTS THAT ANY SOFTWARE OR OTHER FILES MADE AVAILABLE FOR DOWNLOADING OR OTHERWISE DISTRIBUTED THROUGH THE SITES OR APPS WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

6.3 BENEFITMALL IS NOT RESPONSIBLE FOR THE QUALITY AND PERFORMANCE OF THE SITES AND APPS OR FOR THE ACCURACY OR COMPLETENESS OF ANY CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO, ERRORS MADE BY YOU INDIVIDUALLY OR ON BEHALF OF YOUR CLIENT(S).

6.4 NEITHER BENEFITMALL, ANY THIRD-PARTY CONTENT PROVIDER, NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OF THE SITES, APPS, OR THE CONTENT, WHETHER DUE TO INTERRUPTION OF ANY PART OF THE SITES, APPS, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.5 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF BENEFITMALL, THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Proprietary Rights

7.1 You acknowledge and agree that the Sites, Apps and Content, including, without limitation, any software provided by BenefitMall for your use in connection with the Sites or Apps (“Software”) and content contained in sponsor advertisements or information presented to you through the Sites or Apps or advertisers, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by BenefitMall or advertisers in writing, you agree not to copy, modify, publish, transmit, transfer, display, rent, lease, loan, sell, distribute or create derivative works based on the Sites or Apps, the Content or the Software, in whole or in part. All intellectual property rights in the Content, Sites, Apps, and Software are owned by BenefitMall or its licensors. Except as expressly set forth herein, nothing in this Agreement grants you any rights in respect of any intellectual property owned by BenefitMall or its licensors, and you acknowledge that you do not acquire any ownership rights by accessing or using the Content, Sites, Apps, or Software.

7.2 BenefitMall grants you a personal, nontransferable and nonexclusive right and license to use the object code of its Software on a computer or mobile device that you own or control; provided that you use the Software in accordance with any terms and conditions applicable to your computer, mobile device, or the distribution platform through which you obtained the Software, and that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, except as expressly provided between you and BenefitMall in writing, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Sites, Apps, or any portion of the Apps. You agree not to access the Sites or Apps by any means other than through the interface that is provided by BenefitMall for use in accessing the Sites or Apps.

No Resale

You agree not to reproduce, duplicate, copy, sell, resell, transfer, rent or exploit for any purpose the use of or access to the Sites or Apps or any portion of the Sites or Apps.

HIPAA Privacy & Security

9.1 Capitalized terms used, but not otherwise defined in this Section 9, shall have the same meanings as those terms in the Standards for the Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Protected Health Information, promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), codified at 45 C.F.R. Parts 160 and 164. “Protected Health Information” or “PHI,” as used in this Agreement, means (subject to definition provided at 45 C.F.R. 160.103) individually identifiable health information that you receive from BenefitMall or that you create or receive on behalf of BenefitMall in connection with this Agreement.

9.2 This Section 9 is intended to comply with the requirements of the Business Associate agreements BenefitMall has entered into with insurers subject to HIPAA and is to be constructed to achieve compliance with those requirements. BenefitMall is contractually prohibited from sharing PHI with you in the absence of your compliance with the terms of this Section 9.

9.3 You may use or disclose PHI only for the purposes of fulfilling your obligations under brokerage agreements with BenefitMall’s affiliated carriers. Notwithstanding the foregoing, you may not use or further disclose PHI in a manner that would violate the requirements of the HIPAA Privacy Rule. You may use and disclose PHI for your proper management and administration or to carry out your legal responsibilities consistent with the provisions of 45 C.F.R 164.504(e)(4)(i) and (ii). You may only disclose PHI for such purposes if:

(a) the disclosure is required by law; or

(b) you obtain reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies you of any instances of which he or she is aware in which the confidentiality of the information was breached.

9.4 You will not use or further disclose PHI other than as permitted or required by this Agreement or as required by law.

9.5 You will ensure that any agent of yours, including a subcontractor of yours, to whom you provide PHI received from or created or received by you on behalf of BenefitMall, agrees to the same restrictions and conditions that apply to you with respect to such information.

9.6 In accordance with 45 C.F.R. 164.520, and to the extent that such a limitation may affect your use or disclosure of PHI, BenefitMall will notify you of any limitation(s) and changes in, or revocation of, permission by an individual to use or disclose PHI.

9.7 You will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Agreement. You will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that you create, receive, maintain or transmit on behalf of BenefitMall as required by the HIPAA Security Standard, as amended from time to time. You will report to BenefitMall any security incident of which you become aware.

9.8 You agree to mitigate, to the extent practicable, any harmful effect that is known to you of a use or disclosure of PHI by you in violation of the requirements of this Section 9.

9.9 You will report to BenefitMall any use or disclosure of PHI not provided for by this Section 9 of which you become aware.

9.10 You will make PHI and information related to disclosures of PHI by you available to BenefitMall in the time, manner and place designated by BenefitMall, to the extent required to provide an accounting of disclosures in accordance with 45 C.F.R. 164.528. You agree to document such disclosures of PHI and information related to such disclosures as would be required for an entity subject to HIPAA to respond to a request by an individual for an accounting of disclosures of PHI in accordance with C.F.R. 164.528.

9.11 If you receive a request, made on behalf of the Secretary of the Department of Health and Human Services, that you make your internal practices, books and records relating to the use and disclosures of PHI available to the Secretary of the Department of Health and Human Services for the purposes of determining a covered entity’s compliance with the HIPAA Privacy Rule, then you will promptly comply with the request.

9.12 Upon termination of this Agreement for any reason, if feasible, you will destroy or return PHI received from BenefitMall or created or received by you on behalf of BenefitMall that you still maintain in any form and retain no copies of such information. If such destruction or return is not feasible, you will extend the protections of this Section 9 to the information retained and limit further use and disclosure to those purposes that make the destruction of the information infeasible.

9.13 The term of this Section 9 shall terminate when all of the PHI provided by BenefitMall to you or created or received by you on behalf of BenefitMall, is destroyed.

Specific Provisions for Benefit Services

10.1 Some parts of the Sites or Apps available to you are for benefit services and related functionality (together, the “Benefit Services”). With respect to the Benefit Services and only the Benefit Services, the following terms and conditions, in addition to all other terms and conditions in the Agreement not specific to certain types of functionalities that are not Benefit Services, shall apply:

(a) Through the Benefit Services, BenefitMall provides insurance quotes from independent third parties and their agents (“Quotes”) and Content for its registered users. If you are a registered user with BenefitMall, you are permitted to use the Quotes and Content for providing insurance-related information to customers and potential customers, provided that you abide by the terms of this Agreement and credit BenefitMall as the assigned General Agency on all sold cases associated with BenefitMall services to ensure the agreed carrier compensation to BenefitMall for use of such Quotes and/or Content. Otherwise, you are not allowed to use the Quotes or Content for any purpose, and BenefitMall may terminate your account for failure to credit BenefitMall as the assigned General Agency. A registered user with BenefitMall is defined as a registered user that has requested use of the Benefit Services through the Apps, our website or a BenefitMall representative, provided (as applicable) state license and necessary appointments that are verified by BenefitMall, and have accepted the terms and conditions of this Agreement.

(b) You acknowledge and agree that Quotes and portions of the Content provided through the Benefit Services are supplied by independent third parties or their agents and that BenefitMall does not verify and is not responsible for the reliability or accuracy of such information, including, without limitation, commission rates that may be payable by third parties. You acknowledge and agree that Quotes and commission information are subject to change without notice, that Content from third parties and their agents furnished through the Benefit Services is subject to the terms and conditions of such third parties and their agents and that BenefitMall shall not be liable for any damages or losses caused by the use or reliance upon Quotes, Content from third parties, or other third party information.

(c) If you submit to any of the Sites or Apps or attempt to access on the Sites or Apps any information regarding commissions earned through BenefitMall, policy applications or other documents submitted to any of the Sites or Apps or other similar documents or information (“Broker Information”), you acknowledge and agree that Broker Information may or may not be available when requested, that Broker Information that is made available is provided to you as a convenience, that Broker Information may be inaccurate, incomplete or both, that you are responsible for and advised to independently verify all such Broker Information and that BenefitMall makes no representation or warranty, express or implied, that any Broker Information will be available on the Sites or Apps or, if available, will be accurate and complete. You further acknowledge and agree that BenefitMall reserves the right to charge you for the Broker Information in the event that you are using the Benefit Services but are not selling any services. BenefitMall will notify you before any amounts are charged for the Broker Information. BenefitMall may also terminate your account and your ability to submit and/or access the Broker Information at any time and for any reason without prior notice or liability. If you sign or otherwise enter into any agreement (for example, related to a Quote or Broker Information) on behalf of a third party (such as an employee), you represent that you are authorized to enter into the agreement on behalf of the third party and that you have taken or will take all actions necessary to effect the agreement on behalf of the third party. You represent that all information (including PHI) you submit in connection with the Benefit Services, Quotes, or Broker Information is complete and accurate.

(d) Some of the Benefit Services may be used by you for advertising purposes. You will only use those Benefit Services in a manner that complies with all applicable laws, including, without limitation and as applicable, Do Not Call legislation, the CAN-SPAM Act, and the Telephone Consumer Protection Act (TCPA), and further including any laws that may require you to notify and/or receive consent or permission, in writing or otherwise, from each person on the receiving end of your communication to that person. You agree that you are solely responsible for obtaining all such consents and permissions and BenefitMall is not liable for your failure to do so. As reasonably required by BenefitMall, you will certify in writing to BenefitMall (and update such certification as reasonably required by BenefitMall) that you have complied with, and continue to comply with, all applicable laws in using the Benefit Services and have made all required notifications and obtained all required consents and permissions, and you will provide all information reasonably requested by BenefitMall to assure BenefitMall of such. You understand that BenefitMall is not required and may not offer features that enable your compliance with any applicable law and your use of the Sites and Apps is at your own risk.

10.2 Some parts of the Sites or Apps available to you are for compliance analysis services and other related compliance services (together, the “Compliance Services”). With respect to the Compliance Services and only the Compliance Services, the following terms and conditions, in addition to all other terms and conditions in the Agreement not specific to certain types of functionalities that are not Compliance Services, shall apply:

(a) Through the Compliance Services, BenefitMall provides a report on companies’ compliance with healthcare regulations based on information provided by you through a Sites or an App (each a “Workforce Analysis Report”) and Content for use by you and other independent third-party advisors (e.g., accountants, brokers). If you are a registered user with BenefitMall or are otherwise authorized by BenefitMall, you are permitted to use Workforce Analysis Reports and Content for providing insurance-related information to customers and potential customers, provided that you abide by the terms of this Agreement and credit BenefitMall as the assigned General Agency on all sold cases associated with BenefitMall services to ensure the agreed carrier compensation to BenefitMall for use of such Workforce Analysis Report and/or Content. Otherwise, you are not allowed to use the Workforce Analysis Report/Content for any purpose. A registered user with BenefitMall is defined as a registered user that has requested use of the BenefitMall Compliance Services through an App, our website or a BenefitMall representative, provided (as applicable) state license and necessary appointments that are verified by BenefitMall, and have accepted the terms and conditions of this Agreement.

(b) In addition to the permitted disclosures under the Privacy Policy, by submitting information in response to the Workforce Analysis Report questionnaire, or by otherwise submitting or downloading information to a Site or an App, you expressly acknowledge and agree that BenefitMall may provide such responses, information and related Workforce Analysis Reports to independent third-party advisors and that such advisors may contact you for the purpose of supporting your healthcare regulation compliance.

(c) Neither BenefitMall nor its licensors can guarantee, and BenefitMall and its licensors do not guarantee, their accuracy or reliability or their applicability to your or your client’s circumstances. Specifically, you acknowledge and agree that you are solely responsible for confirming the accuracy of any Workforce Analysis Reports, and that BenefitMall does not provide tax or legal services or other expert advice on regulatory matters. You acknowledge and understand that the Compliance Services do not constitute legal advice and that you should obtain an attorney to advise you as to whether you comply with applicable laws.

10.3 Brokers and their clients may be eligible to access and use the BenefitMall Benefits Administration powered by Ease App and Site for free if you meet certain eligibility criteria established by us and updated from time-to-time (“Criteria”). Such free access to the BenefitMall Benefits Administration powered by Ease App and Site will be contingent on the Broker and its clients meeting such Criteria for a period of twelve months, and continued access will be conditioned on us being assigned as the general agency of record for the clients’ benefit renewals.

Miscellaneous

11.1 If any inconsistency exists between the terms of this Appendix and any additional terms and conditions provided in the Agreement between you and BenefitMall and/or included in different parts of the Sites or Apps (the “Supplemental Terms”), such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, this Agreement shall have control over the Supplemental Terms.

11.2 BenefitMall reserves the right to update the Sites, Apps or BenefitMall website at any time and from time-to-time. Continued use of the Sites or Apps after any such changes shall constitute your consent to any such changes.

11.3 If you use the Apps on phone or mobile device such as Apple or GooglePlay. You and BenefitMall acknowledge that the App providers are third-party beneficiaries of this Agreement and will have the right (and will be considered to have accepted that right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. BenefitMall is responsible for addressing any claims you may have relating to the Apps or your possession or use of the Apps. In the event of any failure of the Apps to conform to any applicable warranty, you may notify the App provider. To the maximum extent permitted by applicable law, the App providers will have no other warranty obligation whatsoever with respect to the Apps. In addition, the App provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps.

Small Group Benefits Solutions

Large Group Benefits Solutions

Carrier Products Search

Non-Medical & Voluntary Benefits

Agency Workspace

Quoting (CRQS)

Broker Compliance Alerts

Webinar Library

Contact Us

Locations & Directory