User Agreement

ProviderOnline service is offered to you conditioned on acceptance by you without modification of the terms, conditions, and notices CONTAINED herein. BY USING THIS SITE, YOU AGREE TO THE TERMS AND CONDITIONS OF USE DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THIS SITE.

1. Agreement. This Online User Agreement (this “Agreement”), as may be periodically amended, is made by and between you and Benefit and Risk Management Services, Inc. ("BRMS") and describes the terms and conditions applicable to your use of this Web site and the related services (the "Vbas Services"). Your access to Vbas Services is contingent upon the contracting by your employer, its agents or representatives (collectively or individually: “Company” or "Employer") with BRMS for use of the Vbas Services pursuant to a “Service and License Agreement” between your Employer and BRMS.

2. System License. Subject to the terms and conditions of this Agreement, BRMS hereby grants Company, its Employees, authorized representatives and agents a nonexclusive, nontransferable license to use BRMS's Vbas Services for the administration of employee benefits over the Internet, its content and any materials related thereto solely for the internal business purposes of Company and its Employees. Company agrees not to, and will ensure that its Employees do not, reverse engineer, reverse assemble, decompile, create derivative works, modify, or otherwise attempt to derive the source code of any software component of Vbas, or copy, modify, or create derivative works of any content or other materials related to Vbas. Company's use of third-party programs in conjunction with Vbas is not covered by this Agreement and will be governed solely by the terms and conditions of the applicable third party license agreements. Any rights not expressly licensed hereunder are reserved by BRMS.

3. Electronic Signature Authorization. As a condition of using the Vbas Services, you hereby request and authorize that your electronic signature act as your legal signature for all Internet-based transactions between you, your Employer, BRMS and any and all vendors contracted to provide services, coverage and/or benefits to your Employer and/or you (individually and collectively, "Vendors"). Your electronic signature will consist of a User Name and a unique identifier Password (or other user identification as may be approved by BRMS) that are input in order to use the Vbas Services. You agree that your electronic signature affixed to or contained in any data related to an Internet-based transaction conducted through the Vbas Services shall be sufficient to verify that you properly authorized such transaction and the dissemination of information in connection therewith. You agree that this Agreement, agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when your electronic signature is transmitted with such electronic documents. Such signature shall be treated in all respects as having the same effect as an original handwritten signature.

4. Electronic Records. You hereby consent to BRMS's maintenance, in electronic form, of all records generated by your use of the Vbas Services. You may download and print paper versions of your records maintained at this Web site free of charge at any time during the term of this Agreement. If you decide to withdraw your consent for the maintenance of such records in this manner, you must provide your Employer with written notice of this decision. Your Employer will then communicate this decision to BRMS, whereupon BRMS will immediately terminate this Agreement, and you will no longer have access to the Vbas Services (see Termination, section 6).

5. Access to and Use of the Vbas Services. In order to access the Vbas Services you must have a computer with Internet access capabilities. The Minimum System Requirements are as follows: Browser - Microsoft Internet Explorer 4.0 or higher / Netscape Navigator 4.5 or higher (Your browser must have JavaScript and Cookies enabled), Internet Connection - 56k or faster (recommended), Monitor Resolution - 800x600 resolution (1028x768 recommended), and Encryption – 128 bit SSL. Your Employer is responsible for providing you with the User Name and Password to access and use the Vbas Services, and has the authority to grant or revoke your access privileges to Vbas Services. You may not disclose your password to third parties. You will have access to your Employer information intended for display to employees and selected information in your own record. You agree to accept full responsibility for all information entered into the Vbas Services with your User Name and Password, and the consequences of such information entry. You acknowledge that the Vbas Services act only as a passive conduit for the online display of your information. You agree to provide to BRMS information required to contact you electronically (e.g., by email address, mailing address, etc.), and to promptly update such information within the Vbas Services if this information should change. BRMS is under no obligation to make changes to the Vbas Services based on the advice of your Employer's counsel. You agree to immediately notify your Employer if you become aware of: (a) any loss or theft of your password, (b) any unauthorized use of your password, or c) any indication that inaccurate, conflicting or inappropriate information regarding you and your dependents has been entered into the Vbas Services. As a user of the Vbas Services, you agree not to reverse engineer, reverse assemble, decompile, create derivative works, modify, or otherwise attempt to derive the source code of the Vbas Services or to copy, modify, or create derivative works of its content and any materials related to the Vbas Services. Your use of third-party programs in conjunction with the Vbas Services is not covered by this Agreement and will be governed solely by the terms and conditions of the applicable third party license agreements. This provision shall survive termination of this Agreement.

6. Termination. BRMS may terminate this Agreement for any reason by providing you with no less than fifteen (15) days notice of such termination. Upon termination you will not be entitled to access the Vbas Services, and BRMS will not be obligated to provide you with such access. This provision shall survive termination of this Agreement.

7. Authority to Transact Business. You hereby grant to BRMS the authority to contact and interact with Vendors on your behalf in connection with the Vbas Services.

8. No Advice or Recommendations. You acknowledge that neither the Vbas Services nor any information contained therein is intended as tax, legal or professional advice of any nature. Although the Vbas Services provides access to various information and recommendations on how to select benefits and coverage, none of these recommendations are developed or endorsed by BRMS or your Employer. You acknowledge that you are responsible for determining the nature, potential value and suitability, for yourself and your dependents, of any insurance, benefit or coverage offered through BRMS’s Vbas. UNDER NO CIRCUMSTANCES SHOULD THE CONTENT OF THE VBAS SERVICES BE CONSTRUED AS PROVIDING LEGAL, TAX, INVESTMENT OR ANY ADVICE OF ANY KIND TO ANY PERSON, EMPLOYER OR ENTITY. This provision shall survive termination of this Agreement.

9. The Role of BRMS. BRMS is not the Employer, plan sponsor, plan administrator or plan fiduciary under the Employee Retirement Income Security Act of 1974 (ERISA) for any benefits or insurance coverage offered through or described in the Vbas Services. BRMS is not responsible for state and federal disclosure and reporting requests or for complying with existing laws. These responsibilities remain with your Employer. This provision shall survive termination of this Agreement.

10. Security. BRMS will utilize security mechanisms sufficient in its sole discretion to protect the confidentiality and integrity of information provided by you and your Employer. Security mechanisms may include, but are not limited to, encryption, access control mechanisms, authentication of electronic signatures and firewalls.

11. Use of Information. Information about you may include Protected Health Information (PHI) as defined by the Health Insurance Portability & Accountability Act of 1996, and Title 45, Parts 160 through 164 of the Code of Federal Regulations and other associated laws and regulations. The Privacy Rule protects certain individually identifiable health information, and allows an individual access to his or her medical records, while not creating care and treatment obstacles. It establishes proper use of PHI with and without an individual’s permission. It applies to information that is transmitted electronically, orally, or on paper. For the complete regulation, visit www.hhs.gov/ocr/hipaa/finalreg.html. Use of PHI will be in accordance with all applicable federal or state laws and regulations which govern such uses, and the Business Associate Agreement between BRMS and the respective covered entities if applicable. Except as specified herein, and in our privacy policy, BRMS will not disclose information about you to any other third parties. As a condition of using the Vbas Services, you agree that BRMS may share information about you with other parties in accordance with our privacy policy, as such may be updated periodically. This provision shall survive termination of this Agreement.

12. Right To Change the Vbas Services. BRMS reserves the right to make changes to the Vbas Services at its sole discretion without notice to you.

13. Links To Third Parties' Web Sites. The Vbas Services may contain links and pointers to Internet sites maintained by third parties. BRMS does not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for the convenience of users, and do not constitute any endorsement by BRMS and/or its business partners. You assume sole responsibility for use of third party links and pointers.

14. Modification of Terms and Conditions. BRMS may amend this Agreement at any time by posting a revised version of this Agreement on the Vbas Services in which you indicate your acceptance by use of this site to accept the terms and conditions as revised. Such amendments will be effective when you accept the revised Agreement. BRMS may also amend this Agreement by posting the revised version thereof on this Web site and announcing on the Web site its availability for your review. In this case, such amendments will be effective when announced by BRMS on the Web site, and continued use of the Vbas Services following the announcement of a revised version of this Agreement shall constitute your acceptance thereof.

15. Disclaimers of Warranties. ALL SERVICES AND PRODUCTS ARE PROVIDED TO YOU "AS IS." BRMS AND ITS BUSINESS PARTNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, REGARDING THE VBAS SERVICES, THE BRMS WEB SITE, ITS CONTENT AND SERVICES, AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED UNDER THIS AGREEMENT. BRMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE VBAS SERVICES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE (i) UNINTERRUPTED, (ii) IMPERVIOUS TO HACKERS, (iii) ERROR FREE, (iv) THAT DEFECTS WILL BE CORRECTED, OR (v) THAT THE VBAS SERVICES OR THE SERVER THAT MAKES SUCH SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE WEBSITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BRMS IS NOT RESPONSIBLE FOR THOSE COSTS. BRMS AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIALS, SERVICES, SOFTWARE TEXT, GRAPHICS AND LINKS.

16. Limitation of Liability. IN NO EVENT SHALL BRMS OR ITS BUSINESS PARTNERS BE LIABLE TO YOU, OR ANY ENTITY CLAIMING THROUGH OR UNDER YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION. IN NO EVENT SHALL BRMS BE LIABLE FOR THE MISUSE OR UNAUTHORIZED USE OF YOUR PASSWORD OR ELECTRONIC SIGNATURE, THE USE OR INABILITY TO USE THE WEB SITE OR ANY DELAYS, ERRORS, MALFUNCTIONS, COMPATIBILITY PROBLEMS OR BREAKDOWNS WITH RESPECT TO THE WEB SITE, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES CONTAINED ON OR ACCESSIBLE THROUGH THIS SITE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

17. Indemnification. As a condition of using the Vbas Services, you agree to indemnify, defend and hold harmless BRMS and its suppliers, vendors and business partners from and against any and all liabilities, expenses (including reasonable attorneys' fees) and damages arising out of third party claims resulting from your use of the Vbas Services, including without limitation any claims alleging facts that if true would constitute a breach by you of these terms and conditions. You also agree, as a condition of using the Vbas Services, to indemnify, hold harmless BRMS and BRMS's officers, directors, employees and agents (together, "Indemnified Parties") from and against any and all liability, loss, damage, expense, fines, penalties and costs, including attorneys' fees, which the Indemnified Parties incur in connection with or arising out of (i) your breach of or your failure to fulfill any obligation under this Agreement, or (ii) any negligence or misconduct by you. This provision shall survive the termination of this Agreement.

18. Acts Beyond Control of BRMS. In the event of circumstances not reasonably within the control of BRMS, including but not limited to disaster, epidemic, earthquake, breakdown or temporary failure of a portion of the Internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of the Vbas Services or the inability to transmit or receive information electronically, BRMS shall not have any liability or obligation for delay or failure to provide the Vbas Services under this Agreement to you or your Employer.

19. Relationship of Parties. As a condition of using the Vbas Services, you hereby acknowledge that no joint venture, partnership, employment, or other relationship, except those described herein, exists between you and BRMS as a result of this Agreement or use of the Vbas Services. You also agree not to hold yourself out as a representative, agent, or employee of BRMS and BRMS shall not be liable for any representation, act or omission made by you. This provision shall survive the termination of this Agreement.

20. Notices. Notice to you via email, or through the Vbas Services and/or notice to your Employer by BRMS via certified mail, email, through the Vbas Services, or facsimile transmission, shall constitute notice to you. Notice to the Employer shall constitute notice to each of its Employees and Company shall be solely responsible for communicating such notice to its employees.

21. Assignment. Neither this Agreement nor any of the rights, interests, or benefits arising hereunder shall be assigned, transferred, or delegated either in whole or in part by you without the prior written consent of BRMS, and any such attempted assignment shall be void and unenforceable. If BRMS assigns this Agreement, in whole or in part, or if this Agreement is otherwise assigned as permitted hereunder, this Agreement, together with the rights and obligations arising hereunder, shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and legal representatives. BRMS reserves the right to retain outside services at its own cost in order to perform the services contemplated by this Agreement, and the provisions of this Agreement shall apply to your use of such services. This provision shall survive the termination of this Agreement.

22. Severability. If any provision or provisions of this Agreement are rendered by judicial process or governmental agency of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect the remainder of this Agreement and the Service Agreement which shall remain in full force and effect and be enforced in accordance with its remaining terms. This provision shall survive the termination of this Agreement.

23. Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of California, without regard to its conflicts of law provisions, except for any licensing or regulating provisions under Federal law or any state law pertaining to the services provided under this Agreement.

24. Jurisdiction. The Parties hereby consent to the exclusive jurisdiction of the appropriate federal or state court in Sacramento County, California, and hereby waive the right to contest the exercise of personal jurisdiction over them in the federal and state courts located in Sacramento County, California.

25. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or in any way related to Vbas, shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that any action seeking injunctive relief may, at the option of the plaintiff, be brought in any court having jurisdiction under this accordance with the Commercial Arbitration Rules of the Agreement. The arbitrator shall not have the authority to change or revise any decisions made by BRMS where, by the terms of this Agreement, BRMS has been given sole discretion. The hearing on any arbitration will be held in Sacramento County, California. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

26. Attorneys' Fees. In any litigation or arbitration arising out of or relating to this Agreement, the prevailing Party will be entitled to an award of reasonable attorneys' fees and any fees associated with the use of a third-party arbitrator.

27. Proprietary Rights. BRMS and its business partners retain all right, title and interest, including without limitation, all copyrights, trade secrets, patents, trademarks and all other proprietary rights, in and to the Vbas Services, its content and materials related thereto (other than personal information provided by you or your Employer). Any rights not expressly granted herein are reserved by BRMS. The Vbas Services is for your noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, text, software, products or services obtained from BRMS unless expressly permitted herein. Product and company names mentioned in the Vbas Services may be the protected trademarks of their respective owners and you may not use them unless authorized to do so. This provision shall survive termination of this Agreement.

28. Entire Agreement. This Agreement, along with the Service and License Agreement (which may be obtained by you from your Employer), the Electronic Signature Authorization (recommended to be provided to you by your Employer and retained by your Employer) and BRMS’s privacy policy, constitutes the entire agreement between you and BRMS with respect to the Vbas Services, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and BRMS with respect to the Vbas Services. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement shall be deemed to include all other notices, policies, disclaimers and other terms contained in the Vbas Services; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement, the terms of this Agreement shall control. Any rights not expressly granted herein are reserved. This provision shall survive the term of this Agreement.

BY USING THIS SITE, YOU AGREE TO THE TERMS AND CONDITIONS OF USE DESCRIBED HEREIN.

IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THIS SITE.