The Lower My Health Plan Service Agreement is a legal document that details your rights and obligations as a Lower My Health Plan Member. The Lower My Health Plan Web Site and related services are offered to you conditioned upon your acceptance without modification of these Terms of Service. The Terms of Service provide very important information about your Lower My Health Plan membership, so you should take the time to read and understand them. From time to time, it may be necessary for Lower My Health Plan to update or revise certain provisions of the Terms of this Service Agreement. By joining Lower My Health Plan and accepting the this Service Agreement, you agree that Lower My Health Plan may change the terms of this Service Agreement in its sole discretion without specific notice to you. If you don't agree to the changes proposed by Lower My Health Plan, or to any terms in this Service Agreement, your only remedy is to cancel your Lower My Health Plan membership. 1. Description of Service Lower My Health Plan operates this Web site and associated web pages, which, for purposes of these Terms of this Service Agreement, will be referred to as the Lower My Health Plan Web Site. Lower My Health Plan offers you access to the Lower My Health Plan Web Sites, which provides you access to a collection of on-line resources, including Web site hosting services (the Service). Lower My Health Plan offers you access to the Lower My Health Plan Web Site in exchange for your payment of the fees and your agreement to accept and comply with the terms, conditions, and notices stated here and as may be modified by Lower My Health Plan from time-to-time in its sole discretion without notice to you. Notwithstanding the foregoing, Lower My Health Plan reserves the right to reject any Member registration for any reason. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Service Agreement. 2. General Use of the Lower My Health Plan Web Site You promise that you will not use Lower My Health Plan, in whole or in part, for any purpose that is unlawful or prohibited by this Service Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Lower My Health Plan Web Site other than for use in creating the Member Web Site in accordance with this Service Agreement. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or other information. You agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the Lower My Health Plan Web Site or interfere with any other p! arty's use and enjoyment of the Lower My Health Plan Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Lower My Health Plan Web Site. Except with the written permission of Lower My Health Plan, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Lower My Health Plan Web Site. Unauthorized individuals attempting to access prohibited areas of the Lower My Health Plan Web Site may be subject to prosecution. 3. Registration / Privacy Policy In order for you to participate in the Service, Lower My Health Plan will require that you provide specific information about yourself and/or your business. If you choose to participate and build your own Web site (Member Web Site), you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity (such information being Member Data). Member Data and certain other information about you and/or your business are subject to our Privacy Policy. You agree and acknowledge that Member Data from the registration process is used to send you information about Lower My Health Plan and the Service, including, but not limited to, the use of your email address for newsletters and other necessary company communication. Although privacy issues are very important to us, given the current regulatory and technical environment you should not have an expectation of privacy in your Member Web Site or any content or Member Data associated with it. By way of example (without limiting the foregoing), we may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept your private communications. We cannot ensure that all private communications or information associated with your Member Web Site will remain private. For more information, Lower My Health Plan urges you to review the Lower My Health Plan Privacy Policy that is part of this Agreement. 4. Storage and Usage You acknowledge that Lower My Health Plan may, from time to time, establish general practices and limits concerning the use of the Service, including without limitation, (i) the maximum number of days that email messages, guest book entries, discussion board postings or other content posted on your Web Site will be retained by Lower My Health Plan and (ii) the maximum limits on bandwidth usage that will be allotted to you. You agree that Lower My Health Plan has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. You further acknowledge and agree that Lower My Health Plan reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 5. Content Submitted to Lower My Health Plan The Lower My Health Plan Professional Web Site includes a number of venues such as Member Web Sites and web pages, discussion boards and/or other message or communication facilities designed to enable you to disseminate and exchange thoughts and opinions to and with other members of the public. Since Lower My Health Plan firmly believes in the value of free and open dissemination and exchanges, it is under no obligation to monitor, pre-screen, or otherwise censor your thoughts and opinions. Therefore, Lower My Health Plan cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. Always use caution when posting any personally identifying information about you or your employees on the Lower My Health Plan Web Site or any Member Web Sites. 6. Member Conduct The Service is provided to assist you with the operation of your business. Your right to use the Service is personal to you, your company and its employees. You, and not Lower My Health Plan, are entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (Member Content) posted via the Service. Lower My Health Plan does not control the Member Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. Lower My Health Plan reserves the right, but is not obligated to review the Member Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. Lower My Health Plan also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in wh! ole or in part, from the Member Content in Lower My Health Plan sole discretion. With respect to the content on your Lower My Health Plan website you agree not to: a. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity to others, including, but not limited to, consumers; b. post, upload or otherwise transmit any content that is inappropriate, harmful to minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, sexually explicit, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; c. post, upload or otherwise transmit any content that you do not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements); d. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party; e. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of Lower My Health Plan, its vendors or suppliers or other entities' systems (hacking), whether or not the intrusion results in corruption or loss of data f. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on our infrastructure that exceed the limits provided by your membership; g. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes, or any other form of solicitation; h. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; i. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; j. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the service; k. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; l. resell, rent, license, lend, transfer or otherwise grant access to Lower My Health Plan Professional to any other person or exploit for any commercial purpose Lower My Health Plan services by any and all means. m. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, liquor, and tobacco products that (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via your Member Web Site could cause Lower My Health Plan to violate any law, statute or regulation. 7. Third Party Content For your convenience, the Lower My Health Plan Web Site contains content and information from third party providers and/or links to their Web sites (Third Party Content). Such content is not under the control of Lower My Health Plan and Lower My Health Plan is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Lower My Health Plan does not pre-screen contain available on the Lower My Health Plan Service and does not assume any responsibility or liability for the content provided by others. Lower My Health Plan is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by Lower My Health Plan of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. Lower My Health Plan does reserve the right to remove c! ontent that, in Lower My Health Plan judgment, does not meet its standards, but Lower My Health Plan is not responsible for any failure or delay in removing such material. Lower My Health Plan is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release Lower My Health Plan (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 8. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE AND OUR SUPPLIERS PROVIDE OUR SERVICE, THE Lower My Health Plan PROFESSIONAL WEB SITE AND YOUR MEMBER WEB SITE AS IS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE AND NON-INFRINGEMENT. B. Lower My Health Plan AND OUR SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE Lower My Health Plan WEB SITE OR MEMBER WEB SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 9. LIMITATION OF LIABILITY IN NO EVENT SHALL Lower My Health Plan AND/OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF Lower My Health Plan OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, (C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND REALTED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU IN NO EVENT SHALL Lower My Health Plan BE LIABLE TO MEMBER OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN TH! E AMOUNT MEMBER ACTUALLY PA YS TO Lower My Health Plan UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS. Without limiting the foregoing, neither Lower My Health Plan nor its suppliers is responsible for any of your data residing on Lower My Health Plan or its suppliers' hardware. You are responsible for backing-up your data and information that may reside on the Lower My Health Plan or its suppliers' hardware, whether or not such information is produced through the use of Lower My Health Plan. It is your responsibility to take the necessary steps to ensure your primary means of business is maintained. 10. Proprietary Rights Lower My Health Plan does not claim ownership of the Content you provide to Lower My Health Plan or place on your Web Site. However, you grant Lower My Health Plan a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the Member Content on and through the Lower My Health Plan Web Site and in Lower My Health Plan promotional or advertising materials only for the limited purpose of promoting the Service, and (ii) sublicense to third parties such Member Content to the extent necessary for the creation and maintenance of, in part or in whole, such Web sites. No compensation will be paid or due you with respect to Lower My Health Plan or its sub licensee use of the materials as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Member Website,! you warrant and represen t that you own or otherwise control the rights necessary to do so and to grant Lower My Health Plan the license set forth above, and you will defend and indemnify Lower My Health Plan and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties. 11. Lower My Health Plan Software Licenses Lower My Health Plan provides you with a non-exclusive, non-transferable, limited license to use Lower My Health Plan software, which you agree to use in accordance with this Service Agreement. You may not sub-license, or charge others to use or access, our software without first obtaining written permission from us. All software is owned by Lower My Health Plan and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties. Lower My Health Plan software, its structure, sequence and organization and source code are considered trade secrets of Lower My Health Plan and its suppliers and are protected by trade secret laws. WITHOUT LIMITED THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPORDUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED! . YOU MAY NOT DECOMPILE O R DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER. 12. Indemnification You agree to indemnify and hold Lower My Health Plan and its suppliers, affiliates, partners, subsidiaries, employees harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys' fees), made by any third party due to or arising out of (i) your violation of these Terms of Service; and (ii) any information, included but not limited to Member Data, and your publicly posted information, submitted, posted, or otherwise provided by you to your Member Web Site and/or Lower My Health Plan and/or its affiliates. These obligations will survive any termination of your relationship with Lower My Health Plan or your use of the Lower My Health Plan Professional Web Site. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Lower My Health Plan and/or its suppliers, affiliates, partners, subsidiaries and employees. 13. Copyright and Trademark Notices All materials on the Lower My Health Plan Web Site (as well as the organization and layout of the Lower My Health Plan Web Site) are owned and copyrighted or licensed by Lower My Health Plan, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials at the Lower My Health Plan Professional Web Site is permitted without the written permission of Lower My Health Plan. Any rights not expressly granted herein are reserved. Lower My Health Plan System Suite, Lower My Health Plan, Lower My Health Plan , the Lower My Health Plan logo, Lower My Health Plan Online, Lower My Health Plan Express, Lower My Health Plan Publisher, Lower My Health Plan Storebuilder, and other Lower My Health Plan logos and product and service names are trademarks of Lower My Health Plan. (the Lower My Health Plan Marks). Without Lower My Health Plan prior permission, you agree not to display or use in any manner, the Lower My Health Plan Marks. 14. Notification of Claims of Copyright Infringement Any notifications of claimed copyright infringement should be sent to Lower My Health Plan Registered Agent. Please see Lower My Health Plan contact information on the Lower My Health Plan website. 15. Modification Lower My Health Plan reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Lower My Health Plan shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You further agree that Lower My Health Plan shall have the right to remove Elements from your Member Web Site, with or without notice to you, at any time at our sole discretion, if we discontinue offering the Element for any reason. 16. Termination and Cancellation Either you or Lower My Health Plan may terminate or cancel your membership at any time. You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with Lower My Health Plan. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Service Agreement or Lower My Health Plan enforcement or application of any such term; (2) any policy or practice of Lower My Health Plan, including Lower My Health Plan Privacy Policy and Copyright Policy, or Lower My Health Plan enforcement or application of these policies; (3) the content available through Lower My Health Plan or any change in content provided through Lower My Health Plan; (4) your ability to access or use the Lower My Health Plan Professional Web Site or your Lower My Health Plan Web Site; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. All! other provisio ns of this Agreement which may reasonably be construed as surviving such termination will survive the termination of this agreement. 17. General Information This Service Agreement shall be governed in all respects by the laws of the State of California, U.S.A. as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents. Both parties submit to exclusive jurisdiction and venue in the courts located in Orange County, Delaware and further agree that any cause of action arising under this Service Agreement shall be brought in a court in Orange County, Delaware. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You may not assign or transfer this Service Agreement or your rights in your Web Site, and any attempt to the contrary is void. This Service Agreement sets forth the entire understanding and agreement between us with r! espect to the subject matter hereof. The section titles in the Service Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. A printed version of this Agreement shall 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. 18. Information for Delaware Residents Under Delaware Civil Code Section 1789.3, Delaware Members are entitled to the following specific consumer rights information: Pricing Information - Current rates for using Lower My Health Plan Professional may be obtained by going to the pricing schedule on the Lower My Health Plan corporate Web Site. Lower My Health Plan reserves the right to change any fees, surcharges, and monthly membership fees or to institute new fees at any time. a. Complaints - The Complaint Assistance Unit of the Division of Consumer Services of the Delaware Department of Consumer Affairs. 19. Violations Please report any violations of these Terms of Service to our Support@Lower My Health Plan.com 20. Independent Review YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. The following is a list of additional Terms of Service information for some specific Lower My Health Plan products and services. These additional Terms of Service are in addition to the above information. 21. Email - Acceptable Use Definitions i. Member refers to the business entity that has contracted with Lower My Health Plan for e-mail services. Each Member may have multiple domain accounts and each domain account may have one or more End User. ii. End User refers to the person, persons, or entity using a specific account (designated by a unique e-mail address) within a domain controlled by the Member and operated by Lower My Health Plan. a. Unsolicited Bulk E-mail Any member who sends unsolicited advertisements or solicitations, commercial or otherwise, may have their account disabled and be disallowed further service. The Member is responsible for ensuring that the email services obtained from Lower My Health Plan are used in an appropriate manner by their End Users. Therefore, the Member must take steps to manage the use of the services obtained in such a way that network abuse is minimized. The Member must also make contact information publicly available, and must respond in a timely manner to any complaints. Lower My Health Plan shall consider any complaints regarding the Member's End Users to apply to the Member. In extreme cases, Lower My Health Plan operations personnel have the option to immediately disable any account in order to forestall further abuse or damage to e-mail systems. Should this occur, the Member shall be notified as soon as possible. Unsolicited advertisements or solicitations sent from other networks which reference e-mail accounts hosted at Lower My Health Plan shall be treated as if they originated from the account referenced, unless there is sufficient reason given for Lower My Health Plan operations staff to believe that the message truly originated with some unrelated party b. Filtering of Incoming E-mail As owner of the equipment and other resources utilized to provide services, Lower My Health Plan has the legal right to block electronic communications from other entities on the Internet. Members should be aware that such blocking or filtering might take place if deemed necessary by designated members of the Lower My Health Plan operations staff (or a third party chosen by Lower My Health Plan and made known to the Member.) Whenever possible, the party being blocked shall be made aware of such action before it occurs. c. Illegal Activities Email services offered may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United States or of state regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. Lower My Health Plan reserves the right to cooperate with law enforcement and other legal authorities in investigating claims of illegal activity. Lower My Health Plan and its suppliers will not release any information regarding our Members (excepting that which is public knowledge. The Member agrees that Lower My Health Plan judgment as to the validity of any such order shall be considered proper and final. d. Right to Damages Nothing contained in this Section 24 shall be construed to limit action Lower My Health Plan may take or remedies available to us in any way with respect to any of the described conduct. Lower My Health Plan reserves the right to take any additional actions we may consider appropriate with respect to such conduct, including without limitation taking action to recover costs and expenses of identifying offenders and removing them from our network or systems, and levying cancellation charges to cover costs in the event of disconnection for the causes outlined in this Policy document. In addition, Lower My Health Plan reserves at all times all rights and remedies available to us with respect to such conduct at law or in equity. Non-enforcement of any policy or rule herein does not constitute consent or waiver, and Lower My Health Plan reserves the right to enforce such policy or rule at its sole discretion. Top of Page