Agent Terms and Conditions of Service

Last Modified: 31 October 2023

Table of Contents

• Acceptance of the Terms and Conditions of Service
• Definitions
• Overview of the Service; Limitations of The Service
• Eligibility
• Geographic Restrictions
• License Grant
• License Restrictions
• Reservation of Rights
  • Retained Rights.
  • Improvements.
  • Trademarks.
  • Process Requirements, Error Detection, Resolution Timing.
• Collection and Use of Your Information
• Changes to the Terms and Conditions of Service
• Updates
• Agent’s Account and Access to the Website
• Prohibited Uses
• Agent Standards and Rules of Conduct
• Agent Acceptable Use Policy
• Fees and Charges
• Intellectual Property Rights
• Trademarks
• User Contributions
• Monitoring and Enforcement; Termination
• Content Standards
• Copyright Infringement
• Reliance on Information Posted
• Changes to the Website
• Information About You and Your Visits to the Service
• Linking to the Website and Social Media Features
• Links from the Service
• Third-Party Materials
• Non-Disclosure
• Fair Credit Reporting Act Background Check
  • Disclosure.
  • Authorization to Obtain Consumer Reports Under the Fair Credit Reporting Act.
• Inconsistencies Between or Among Agreements:
• Security Regulations
• Disclaimer of Warranties
• Limitation on Liability
• Limitation on Time to File Claims
• Indemnification
• Compliance with Law
• Governing Law and Jurisdiction
• Dispute Resolution and Arbitration
• Disputes with Insurance Providers
• Electronic Communications
• Export Regulation.
• US Government Rights.
• Waiver and Severability
• Survival
• Disclaimer of Joint Venture
• Entire Agreement

Acceptance of the Terms and Conditions of Service

These Terms and Conditions of Service are entered into by and between You, the Agent (“Agent,” “Licensee,” or “Business Associate”), and Zues Software Inc. (“Zues,” “Company,” Licensor, “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions of Service,” “Terms,” or “Agreement), govern your access to and use of the MediZues Website, medizues.com, and any content, functionality, and services offered on or through medizues.com or through any other Zues services (the”Service” or “Services”), whether as a guest or a registered user.

Please read the Terms and Conditions of Service carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms and Conditions of Service when this option is made available to you, you accept and agree to be bound and abide by these Agent Terms and Conditions of Service, available at medizues.com/terms-of-service, our Terms of Use, available at medizues.com/terms-of-use, our Privacy Policy, available at medizues.com/privacy-policy, our Information Security Policy, available at medizues.com/information-security-policy, our Data Use Agreement, available at medizues.com/data-use-agreement, our Business Associate Policy, available at medizues.com/business-associate-policy, and our Business Associate Agreement, available at medizues.com/business-associate-agreement, each incorporated herein by reference. If you do not want to agree to these Terms and Conditions of Service, our Terms of Use, our Privacy Policy, our Data Use Agreement, or our Information Security Policy, you must not access or use our Website or any Zues Services.

BY ACCESSING OR USING THIS WEBSITE OR USING OUR SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE WEBSITE.

USE OF MOST FEATURES OF THE WEBSITE AND SERVICES REQUIRES AN ONLINE CONNECTION (WIFI, CELLULAR DATA) BETWEEN YOUR DEVICE AND THE INTERNET. YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES OF SUCH CONNECTION, AS SPECIFIED IN YOUR SUBSCRIBER PLAN OR CONTRACT WITH YOUR COMMUNICATION SERVICE PROVIDER. SOME OF THE FEATURES WITHIN THE WEBSITE MAY BE DEPENDENT ON YOUR WIRELESS SERVICE AND THE WIRELESS COVERAGE WITHIN THE AREA IN WHICH YOU ARE LOCATED AT THAT TIME.

THE MEDIZUES WEBSITE AND SERVICES ARE NOT A SUBSTITUTE FOR AND ARE NOT INTENDED TO PROVIDE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE WEBSITE IS NOT INTENDED TO REPLACE YOUR RELATIONSHIP WITH A CARE MANAGER, ADVOCATE, DOCTOR, OR ANY OTHER QUALIFIED HEALTHCARE PROVIDER. IF YOU THINK YOU OR YOUR CLIENT MAY BE HAVING A MEDICAL EMERGENCY, CALL YOUR PROVIDER OR 911 IMMEDIATELY. ALL SERVICES ARE PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OR REPRESENTATION.

THESE TERMS AND CONDITIONS OF SERVICE INCLUDE A CLASS ACTION WAIVER. THIS AGREEMENT LIMITS THE REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Definitions

Defined terms, which are referenced in these Terms and Conditions of Service and our Privacy Policy, shall have the following meanings:

“Agent” refers to any individual insurance agent using our Website.

“Agent Terms and Conditions of Service,” “Terms and Conditions of Service,” or “Agreement” refers to this Agreement, meaning these Agent Terms and Conditions of Service, between You and Zues.

“Authorized Functions” means a task performed by Agent that Agent’s Client expressly authorized in writing or that Agent is required to perform based on applicable law or regulation, including, but not limited to, the following:

• assisting with application, eligibility, maintenance, and enrollment processes for Clients;
• supporting selection and enrollment by assisting with plan comparisons and plan selections;
• handling coverage changes throughout the plan year that may impact eligibility;
• providing customer service activities related to the Client’s Medicare coverage if permitted under state and federal law.

“Business Associate” means a person or entity that performs certain functions or activities that involve the use or disclosure of Protected Health Information on behalf of, or provides services to, a covered entity and shall generally have the same meaning as the term “business associate” at 45 CFR 160.103 in HIPAA.

“Business Associate Agreement (”BAA“) means the HIPAA Business Associate Agreement, available at medizues.com/business-associate-agreement and incorporated herein. To the extent that Agent has executed a negotiated BAA different from the BAA at medizues.com/business-associate-agreement, the negotiated agreement shall control. To the extent that Agent has executed a form BAA different from the BAA at medizues.com/business-associate-agreement, the most recent form agreement shall control.

“Business Associate Policy means the HIPAA Business Associate Policy, available at medizues.com/business-associate-policy, and incorporated herein.

“Client” refers to your Medicare Client who gave you express informed authorization to act on his or her behalf.

“Centers for Medicare and Medicaid Services (“CMS”)” means the agency within the Department of Health and Human Services that administers the Medicare program.

“Confidential Information” means all nonpublic information disclosed by or on behalf of Zues to Agent. This includes, but is not limited to, Licensed Materials, Data, and details about internal business practices. It covers a wide range of proprietary content such as concepts, prototypes, patent applications, designs, code, schematics, know-how, development plans, technology, procedures, strategies, business records (including member, provider, reimbursement, rate, product, pricing, and customer financial information), as well as contracts or business methods, regardless of the medium through which they are conveyed (e.g., visual, oral, written, electronic, magnetic, or any other medium). Notably, Confidential Information excludes (A) any information that becomes publicly available, except through a breach of this Agreement, (B) information lawfully acquired from third parties with disclosure rights, and (C) information mandated for disclosure under Applicable Laws.

“Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103 in HIPAA.

“Data” refers to any information that identifies Zues’s customers, whether individually or as a group. This includes but is not limited to Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), identifiable nonpublic personal information about these customers or potential customers, as well as data related to their claims, ratings, and other relevant information.

“Documentation” refers to any written materials provided by Zues that pertain to the Services or Licensed Materials. This includes proposals, user and technical manuals, product information, instructions, specifications, usage guidelines, and other published resources.

“Effective Date” refers to the date on which these Terms and Conditions of Service are officially accepted by Agent. This acceptance occurs either by Agent registering for an account on our website or for an account to use our Services, using our website or Services, or by clicking the relevant button to acknowledge agreement with the Terms.

“Front End Code” means the user interface display and usability platform of the Website. This includes, but is not limited to, the layout, color scheme, and HTML pages.

“Health Insurance Portability and Accountability Act (HIPAA)” establishes national standards to protect individuals’ medical records and other individually identifiable health information (collectively defined as “Protected Health Information”) and applies to health plans, health care clearinghouses, and those health care providers that conduct certain health care transactions electronically and refers to the privacy, security, breach notification, and enforcement rules at 45 CFR Part 160 and Part 164.

“Information” means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual.

“Information Security Policy means our Information Security Policy, available at medizues.com/information-security-policy, and incorporated herein.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, directive, other requirement, or rule of law of any federal, state, local, or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Licensed Materials” means the website, software, and any related content provided by Zues and utilized by Agent pursuant to these Terms and Conditions of Services together with all Documentation, related materials, improvements, enhancements, supplements, updates, fixes, derivative works, derivative products, embedded third party software (excluding any open source software or components), new releases and any related information provided (directly or indirectly) by Zues to Agent.

“Losses” means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Marks” means the trademarks, service marks, tradenames, logos, domain names, or other indicia of source, affiliation, or sponsorship owned or controlled by a Party.

Zues Technology includes our Website, our Website, and any products or services offered by Zues.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Personally Identifiable Information (“PII”) means information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other information that is linked or linkable to a specific individual.

“Personal Information” means information that alone or when in combination with other information may be used to readily identify, contact, or locate you, such as: name, address, email address, or phone number. Personal Information also includes associated health-related information. Personal Information does not include information that has been anonymized so that a third party cannot easily identify a specific individual.

“Protected Health Information (“PHI”) or Electronic Protected Health Information (“ePHI”) refers to individually identifiable health information that is created or received by the Business Associate from or on behalf of the Covered Entity, as defined by HIPAA.

“Services” means any products, services, or subscriptions offered by Zues on our Website.

“Third Party” means any Person other than you or Zues.

“User” means any Person accessing or using our Website, including unregistered and registered Users.

Overview of the Service; Limitations of The Service

Zues is a software company that has developed and operates technology tools related to health insurance plans (the “Zues Technology”). The Zues Technology has been made available to you through an organization with which you have a relationship. Zues and the Zues Technology is for general informational purposes only. Our Website and Technology provides features to automate health plan data onboarding, processing, and maintenance. We are not selling plans, nor are we a third-party website as defined by the CMS. Even though you may elect to connect your Client’s Medicare account and claims data to our Service, Zues is not affiliated with or endorsed by the U.S. government or the federal Medicare program. We are not recommended or endorsed by CMS, Medicare, or the Department of Health & Human Services (“DHHS”). For a complete list of available Medicare plans, please contact 1-800- MEDICARE (TTY users should call 1- 877-486-2048), 24 hours a day/7 days a week or consult medicare.gov. Zues is not a CMS Navigator grantee or a Federally-certified Navigator program.

Neither the Website nor the Zues Technology is intended as a substitute for your lawyer, doctor, healthcare provider, financial advisor, or pharmacist. For more information on your Medicare coverage, please be sure to seek legal, medical, pharmaceutical, or financial advice from a licensed professional or telephone Medicare at 1-800-MEDICARE. Nothing on the Website should ever be used as a substitute for professional medical advice. You should always consult with your medical provider regarding diagnosis or treatment for a health condition, including decisions about the correct medication for your condition, as well as prior to undertaking any specific exercise or dietary routine.

Furthermore, our Website and our Zues Technology do not cover all limits, costs, prices, benefits, terms, or provider networks associated with particular insurance products, nor does Zues control any of these product features. Users of the Zues Technology are encouraged to consult CMS and Medicare resources (available at medicare.gov), licensed insurance professionals, insurers, and/or insurance plan documents for current complete terms and requirements associated with those products.

As part of providing the Website, Zues transmits, processes, and maintains data for health plans and health plan sponsors that use this Website. Such information will be held subject to the requirements specified by them and in accordance with our contracts with them and applicable law. This Agreement does not reflect the privacy practices of the health plans and health plan sponsors, and we are not responsible for their privacy policies or practices. Zues does not review, comment upon, or monitor health plans’ or health plan sponsors’ privacy policies or their compliance with their respective privacy policies, nor do we review health plans’ or health plan sponsors’ instructions with respect to our processing of information to determine whether such instructions are in compliance or conflict with the terms of their published privacy policies.

Eligibility

This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Zues and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Geographic Restrictions

The Website is based in the state of Tennessee in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the content, features, and services provided by the Website outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you are responsible for compliance with local laws.

License Grant

Subject to the terms of this Agreement, Zues grants you a limited, non-exclusive, and nontransferable license to the following Licensed Materials: (a) install, access, and use the Website, our Services, and related Content, the Licensed Materials, for use on a single device owned or otherwise controlled by you (“Web Browser”) strictly in accordance with the Documentation; and (b) access, stream, and use the content and features of the Website or Services made available in or otherwise accessible through the Website, strictly in accordance with these Terms and Conditions of Service (the “Licensed Materials).

License Restrictions

You shall not:

1. copy the Website, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Website;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any part thereof;
4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website, including any copy thereof;
5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website, or any features or functionality of the Website, to any third party for any reason, including by making the Website available on a network where it is capable of being accessed by more than one device at any time; or
6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website; or
7. use the Website in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

Reservation of Rights

You acknowledge and agree that the Website and Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Website, Services, or related content under this Agreement, or any other rights thereto other than to use the Website, our Services, and related content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Zues and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Website, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Retained Rights.

• Agent recognizes that the Licensed Materials constitute Zues’s Confidential Information and contain valuable trade secrets and intellectual property protected by U.S. and international copyright, and possibly patent, laws.
• All rights, including but not limited to intellectual property rights, trade secrets, patents, trademarks, and copyrights, in the Licensed Materials remain the exclusive property of Zues.
• Aside from the expressly granted rights, Agent is not granted any other rights to the Licensed Materials, and all such rights are reserved by Zues.
• Agent must not engage in activities such as loaning, publishing, distributing, transferring possession, granting sub-licenses, leasing, or otherwise using the Licensed Materials except as explicitly authorized in this Agreement.
• Agent must not: (i) remove proprietary notices from the Licensed Materials; (ii) use the Licensed Materials in a way that infringes on intellectual property or other rights or violates applicable laws; (iii) integrate the Licensed Materials with unauthorized software, technology, services, or materials; (iv) allow the Licensed Materials to interfere with Zues’s communications to end users; (v) replicate or replace the user experience of Zues’s offerings using the Licensed Materials; or (vi) attempt to conceal Agent’s identity or that of Agent’s Applications when requesting authorization for the use of the Licensed Materials.

Improvements.

Zues may provide improvements, enhancements, supplements, and updates to the Licensed Materials, and such updates shall be considered Licensed Materials unless specifically stated otherwise by Zues. Zues will provide Agent with reasonable advance notice of updates whenever possible, and Agent must implement these updates by the specified date.

Trademarks.

The Parties acknowledge and agree that this Agreement does not grant Agent a license to use any trademark, service mark, trade dress, or other indicia of origin owned by Zues.

Process Requirements, Error Detection, Resolution Timing.

Agent is required to obtain approval from the Zues before using the Licensed Materials for any use case. In the event of defects, deficiencies, connectivity issues, or general service matters related to the Licensed Materials, Agent must promptly contact Zues. Zues will make commercially reasonable efforts to address and resolve issues within a reasonable timeframe.

Collection and Use of Your Information

You acknowledge that when you access or use the Website, Zues may use automatic means (including, for example, cookies and web beacons) to collect information about your Web Browser and about your use of the Website. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Website or certain of its features or functionality, and the Website may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Website is subject to our Privacy Policy, available at medizues.com/privacy-policy and our Information Security Policy, available at medizues.com/information-security-policy. By downloading, installing, using, and providing information to or through this Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Changes to the Terms and Conditions of Service

We may revise and update these Terms and Conditions of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms and Conditions of Service means that you accept and agree to the changes. You are expected to check this page each time you access this Website, so you are aware of any changes, as they are binding on you.

Updates

Zues may from time to time in its sole discretion develop and provide Website updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Zues has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Web Browser settings, when your Web Browser is connected to the internet either:

1. the Website will automatically download and install all available Updates; or
2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Website or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Website and be subject to all terms and conditions of this Agreement.

Agent’s Account and Access to the Website

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions of Service and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy and our Information Security Policy, available at medizues.com/information-security-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy and our Information Security Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions of Service.

Prohibited Uses

You shall not submit any information to the Website that is false, misleading or inaccurate.

You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. Zues reserves the right to bar any such activity.

You shall not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any Zues server, or to any of the services offered on or through the Website, by hacking, password “mining”, or any other illegitimate means.

You shall not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of Zues, including any Zues account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.

You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or Zues’s systems or networks, or any systems or networks connected to the Website or to Zues.

You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Zues on or through the Website. You shall not, in connection with the Website, pretend (e.g. through impersonation) that you are any other person.

You shall not use the Website for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Zues or others.

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions of Service. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms and Conditions of Service.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate Zues, a Zues employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• In any way that violates any federal or state law including, without limitation, marketing laws, the Telephone Consumer Protection Act of 1991 (“TCPA”), the Telemarketing Sales Rule (“TSR”), CAN-SPAM Act, the Health Insurance Portability and Accountability Act (“HIPAA”), the California Consumer Privacy Act (“CCPA”), or to the extent applicable, Medicare laws, regulations and guidance.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Zues or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms and Conditions of Service, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Agent Standards and Rules of Conduct

Agent hereby acknowledges and agrees to accept and abide by the standard rules of conduct set forth below:

1. Agent agrees to obtain each Client’s express informed authorization in writing before using Zues’s Website on said Client’s account or to process said Client’s data.
2. Agent agrees that any and all PII collected from their Clients in the context of using Zues, or any data transmitted from or through Zues, may be used only for the Authorized Functions of this Agreement. Such information may not be reused for any other purpose.
3. Agent covenants and agrees to destroy all PII in its possession if Agent’s Client revokes Agent’s access to Client’s account or, otherwise, at the end of any record retention period Agent is obligated to abide with. Agent’s duty to protect and maintain the privacy and security of PII shall continue in full force and effect until such PII is destroyed and shall survive the termination or expiration of this Agreement.
4. Agent acknowledges and agrees that health plans and health plan sponsors may provide information, including Personal Information, to the Agent about their members and personnel. Agent agrees to maintain Personal Information collected or provided by health plans and health plan sponsors according to their instructions. Agent further acknowledges and agrees that it is Agent’s and the health plans’ and health plan sponsors’ responsibility to ensure that the information they submit to Agent is collected and used in compliance with applicable law, including, for example, by providing the appropriate level of notice to individuals.

Agent Acceptable Use Policy

Each Agent acknowledges, affirms, and agrees to the following by using the Website:

1. Agent holds active and valid licenses in all states in which they enroll Clients in health insurance plans using the Website.
2. Agent will provide to Zues, if requested, documentation verifying licenses, status, and credentials.
3. If applicable, the Agent has completed all required testing and certifications required by CMS and that the information they provide is true and accurate. Agent agrees that any errors in the submission of their information is solely the agent’s responsibility and in case of any errors any loss of commissions by Agent shall not be held against Zues.
4. Agent acknowledges that any insurance policy of Zues is not liable for any claims against Agent while using the Zues Website. It is Agent’s responsibility to secure their own insurance coverage.
5. Agent has completed any testing or certifications which insurance carriers might require, including those specific, if applicable, to selling on exchange plans.
6. Agent will keep all Client information that might be gathered in compliance with CMS guidelines.
7. Agent will keep all Client information that might be gathered in compliance with HIPAA.
8. Agent will obtain informed consent in writing for all Client’s enrolled and will communicate to the Client the date the application will be submitted along with the effective date of the coverage.
9. As an Agent, you authorize Zues to contact you in connection with the sale certain products and services. Zues may contact you by phone, email, text, voicemail, or other methods. You may opt out of communications by communicating to Zues your preference to opt out at admin@medizues.com.
10. Agent is required by federal law (45 CFR 155.220), to report regulator violations to CMS. Penalties can result in forfeiture of insurance licenses and other damages.
11. Agent acknowledges that Zues is required by law, to report regulator violations to CMS. Penalties can result in forfeiture of insurance licenses and other damages.

Fees and Charges

Fees and any other charges for the use of the Zues Website and Services are described on our Website at medizues.com. Subject to these Terms and Conditions of Service, Zues will provide the Website and Services to you in accordance with your Subscription Plan, and Zues grants you a limited non-exclusive, non-transferable, non-sublicensable right and license during the Term, solely for your internal business purposes and in accordance with these Terms and Conditions of Service, to: (a) use the Zues Website; (b) implement, configure, and, through your account administrator, permit your authorized users to access and use the Zues Services up to any applicable limits or maximums; and (c) access and use the Zues Documentation.

The prices, features, and options of the Zues Services depend on the Subscription Plan selected as well as any changes instigated by you. Zues does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

You agree to pay any and all prices and fees due for all Services purchased at this Website at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted. Prices may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Website or Website after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.

Payment for purchased Services shall be made by valid payment method (acceptable to Zues) at the time of purchase at the fee set forth on our Website. Any recurring payments for the Services shall be automatically charged to the credit card provided by you (and acceptable to Zues) at the time of your purchase (with such payments being charged in advance, as applicable) each month or annually, as applicable and you hereby agree that Zues is authorized to so charge the payment method on file.

In addition to recurring service fees, Zues may charge set up fees and other one-time fees for any of the Services (“One-time Fees”). All One-time Fees shall be charged to the payment method provided by you (and acceptable to Zues) at the time of your purchase, and you hereby agree that Zues is authorized to so charge the payment method provided by you. Zues, in its sole discretion, shall determine the prices it will charge for all One-time Fees.

If you believe that the billing or invoice is incorrect, you must contact us within 60 days of the billing period start date to be eligible to receive an adjustment or credit.

Your account is considered delinquent (in arrears) if full payment is not received by the billing period start date. If your account is delinquent for 30 days, we will deactivate your account. Deactivated accounts are not deleted—they are placed in storage and can be restored. We will notify you by email or phone if we decide to deactivate your account. If after your account has been deactivated, it stays delinquent and we don’t hear from you, we may terminate it at any time and without notice.

You and Zues may terminate these Terms and your use of the Website at any time. If you terminate your use of the Website you must pay the fees applicable for the balance due on your account.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Zues, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms and Conditions of Service permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: admin@medizues.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Zues. Any use of the Website not expressly permitted by these Terms and Conditions of Service is a breach of these Terms and Conditions of Service and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the term Zues, the Zues logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Zues or its affiliates or licensors. You must not use such marks without the prior written permission of Zues. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms and Conditions of Service.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Service, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms and Conditions of Service.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Zues, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

The term of Agreement commences when you access or use the Website or when you otherwise acknowledge your acceptance and will continue in effect until terminated by you or Zues as set forth in this Section.

Zues may terminate this Agreement at any time without notice if it ceases to support the Website, which Zues may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination:

• all rights granted to you under this Agreement will also terminate; and
• you must cease all use of the Website and delete your Website account.

Termination will not limit any of Zues’s rights or remedies at law or in equity.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms and Conditions of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Zues.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms and Conditions of Service.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services on the Website. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions of Service, our Terms of Use, our Privacy Policy, and our Information Security Policy, available at medizues.com/information-security-policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Zues to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Zues, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Zues. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Service

All information we collect on this Website is subject to our Privacy Policy and our Information Security Policy, available at medizues.com/information-security-policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions of Service.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms and Conditions of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Service

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Third-Party Materials

The Website may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Zues is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Zues does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Non-Disclosure

• (a) Agent’s Responsibilities. Agent is obligated to comply with applicable laws, rules, and regulations, including the CMS Interoperability and Patient Access Rules, and must obtain customer consent for accessing or providing Data through our website, Services, or Licensed Materials. This consent process should be in accordance with Zues-approved methods before utilizing Licensed Materials with the Data. Agent must also ensure customer consent is obtained before using Licensed Materials to access or provide Data. Agent commits to maintaining strict confidentiality of Confidential Information, refraining from disclosing any Confidential Information to third parties except as permitted within this Agreement. In the event that Agent becomes aware of any unauthorized possession or use of Licensed Materials, Data, or other Confidential Information, Agent must promptly notify Zues in writing. Agent will provide details of such unauthorized possession or use and cooperate in preventing its recurrence.
• (b) PHI. The protection and security of PHI (Protected Health Information) are outlined in the HIPAA Business Associate Policy, available at medizues.com/business_associate_policy and the Business Associate Policy, available at medizues.com/business_associate_policy between the parties, which are both fully incorporated and referenced herein. In cases of any conflict between the terms of this Agreement and the Business Associate Policy or the Business Associate Agreement concerning HIPAA-related matters, the provisions of the Business Associate Policy, available at medizues.com/business_associate_policy, shall take precedence.
• (c) Public Announcements. Neither party is allowed to make any public announcements, statements, comments, or issue press releases regarding this Agreement or its terms without obtaining prior written consent from the other party. Both parties will collaborate to determine the timing and content of any press release or public announcement related to these Terms and Conditions of Service, unless such disclosure is mandated by law or applicable regulations.

Fair Credit Reporting Act Background Check

Disclosure.

In connection with your use of the Website and the Services provided, Zues may seek background information about you from a consumer reporting agency. This information will be in the form of consumer reports. These reports may be obtained at any time after Zues receives authorization from you, including any while you are using the Website or Services. Consumer reports include any written, oral, or other communication of information by a consumer reporting agency bearing on your credit standing, character, general reputation, credentials, licenses, and other personal characteristics that are expected to be used for verification purposes. Consumer reports may include credit reports, licensing reports, criminal records, and driving records, among other resources. The National Insurance Producer Registry (“NIPR”), or another consumer reporting agency, will obtain the reports for Zues. You have the right to request information from Zues about the nature and scope of any investigative consumer report on you that is requested by Zues. The request must be made in writing and within a reasonable period of time after you have received this disclosure.

Authorization to Obtain Consumer Reports Under the Fair Credit Reporting Act.

You acknowledge that you have received and read the Fair Credit Reporting Act Disclosure above and certify that you understand the Disclosure. You hereby authorize Zues or its authorized agents to obtain or prepare consumer reports at any time after it receives this authorization. You agree and hereby authorize law enforcement agencies, public and private schools, federal, state and local agencies and courts, credit bureaus, information bureaus, current and former employers, financial institutions, licensing agencies, governmental agencies, the military, and other individuals and entities to provide any and all information that is requested by Zues, other consumer reporting agencies, or Zues. You also certify that the information provided on this form is true and correct. You acknowledge and understand that any information that You provide to the Website or that You otherwise disclose during while using the Website or the Services may be used to obtain consumer reports.

Inconsistencies Between or Among Agreements:

• (i) Unrelated Agreements. This Agreement governs the use of our website, our Services, and the Licensed Materials by Agent. It is conceivable that Agent may be party to one or more additional agreements with Zues for purposes unrelated to the use of our website, our Services, and the Licensed Materials, such as, for example, agreements related to retail and group marketing or sales authorization. In such cases, all agreements should be interpreted in a manner that reconciles any disparities, preserving the integrity of both agreements. If reconciliation of conflicting terms proves impossible, the terms of the other agreement shall prevail, unless the conflict specifically pertains to and applies to the use of our website, our Services, and the Licensed Materials. In such cases, this Agreement will take precedence, unless a subsequent written agreement, signed by the involved parties, expressly overrides the terms of this Agreement.
• (ii) Conflicting Versions of Incorporated Agreements. Agent may have entered into one or more agreements identical or substantially similar to the Incorporated Agreements associated with this Agreement, including the HIPAA Business Associate Policy and the Information Security Policy. In such instances, these agreements should be construed to harmonize any differences, preserving the integrity of both agreements. If inconsistencies persist between similar agreements or different versions thereof that cannot be reconciled, the most recently provided agreement shall govern. However, if the Parties have specifically negotiated prior agreements, those negotiated terms shall be incorporated into the most recent version of the agreement, provided they remain compliant with Applicable Laws.
• (iii) Inconsistencies Between Agreement Terms and Conditions of Service and Incorporated Agreements. In the event of discrepancies between these General Terms and Conditions and the terms of any Exhibit, an attempt should first be made to interpret the terms in conjunction with each other to uphold the integrity of all documents. If the inconsistency or conflict cannot be resolved, the terms shall be construed in the following order of precedence: General Terms and Conditions take precedence over the terms of the Incorporated Agreements. Nevertheless, if Agent negotiates the terms of an incorporated agreement that specifically reference one or more specific provisions of the General Terms and Conditions, and expressly alter or amend such provisions, the negotiated terms shall prevail to the extent necessary to give effect to the parties’ negotiated terms.

Security Regulations

To the extent that Agent has access to Zues’s computer systems, Agent must adhere to Zues’s prevailing information technology security requirements and policies as outlined in Zues’s Information Technology Security Policy, which is incorporated into this Agreement as an Incorporated Agreement.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MEDIZUES NOR ANY PERSON ASSOCIATED WITH MEDIZUES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MEDIZUES NOR ANYONE ASSOCIATED WITH MEDIZUES REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MEDIZUES, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MEDIZUES PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

1. PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the site.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnification

You agree to defend, indemnify, and hold harmless Zues, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions of Service or your use of the Service, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions of Service, or your use of any information obtained from the Website.

Compliance with Law

Agent covenants and agrees to comply with any and all applicable laws, statutes, regulations, or ordinances of the United States of America, and any Federal Government agency, board, or court, that are applicable to the conduct of the activities that are the subject of this Agreement, including but not necessarily limited to, any additional and applicable standards required by statute, and any regulations or policies implementing or interpreting such statutory provisions hereafter issued by CMS. In the event of a conflict between the terms of this Agreement and any statutory, regulatory, or sub-regulatory guidance released by CMS, the requirement that constitutes the stricter, higher, or more stringent level of compliance shall control.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms and Conditions of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, in each case located in the City of Tennessee and County of Davidson, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms and Conditions of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Dispute Resolution and Arbitration

Let’s try to work it out. Ideally, if you have any concerns or complaint against Zues, we would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a complaint against Zues, you agree to attempt, in good faith, to resolve all disputes arising from these Terms of Use or use of the Website by contacting us at admin@medizues.com and attempting a negotiation between representatives with the authority to settle the controversy. Zues will attempt to resolve the dispute informally (and will contact you via email). If a dispute is not resolved within thirty (30) days of submission, you may bring a formal proceeding.

Arbitration. Any disputes that are not settled informally as contemplated above shall be settled by binding arbitration in accordance with the rules and procedures (“Rules”) of the American Arbitration Association (“AAA”). The Rules will be AAA’s Consumer Arbitration Rules if available. Arbitration shall be conducted by one (1) arbitrator selected in accordance with the Rules. In the event any telephonic or other streamlined procedures are available – they will be used. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California using the English language. Notwithstanding the foregoing, either party may bring claims for equitable or injunctive relief before a court (see the “Going to Court” section below) at any time.

Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by notify Zues in writing within thirty (30) days of the date that you first become bound by this Agreement. Your opt-out request must be emailed to the admin@medizues.com.

You must include your name and residence address, the email address you provided as part of the Website onboarding process, and a clear statement that you want to opt-out of this arbitration agreement.

Process. A form for initiating arbitration proceedings is available on the AAA’s site at adr.org. In addition to filing this form with the Rules, the party initiating the arbitration must email a copy of the completed form to the opposing party. You may send a copy to Zues at admin@medizues.com (Subject: Arbitration). In the event we initiate arbitration against you, we will send a copy of the completed form to the email address or physical address we have on file.

Evidence. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents we and you submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules. Subject to the Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Zues will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your complaint for arbitration was frivolous or was brought for an improper purpose (such as claims brought in bad faith). If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses (to the extent required by law). Zues will not seek, and hereby waives all rights we may have, to attorneys’ fees and expenses if we prevail in arbitration.

No Class Actions. You may only resolve disputes with Zues on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Modifications. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to the foregoing arbitration terms or conditions (other than an amendment to any notice address or site link) in the future, such amendment shall not apply to any claim that was filed in a legal proceeding against Zues prior to the effective date of the amendment. In addition, you shall have the reject any such amendment by notifying Zues in writing within thirty (30) days of the date that you are first notified of the amendment (according to the procedures set forth above in this Section 15). In the event you so reject an amendment, the amendment will not apply to you – but this Section 15 will otherwise remain in fully force and effect (according the pre-amendment version you had already agreed to).

Going to Court. Subject to the arbitration provision above, you agree that the exclusive jurisdiction and venue for all disputes arising in connection with this Agreement shall be in the state and Federal courts located in San Francisco, California. You hereby submit to such jurisdiction and venue.

THE TERMS AND CONDITIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED OR OTHERWISE.

Disputes with Insurance Providers

If there is a dispute between you and any insurance provider—including, without limitation, with respect to use of your Client information—you agree that Zues is under no obligation to become involved. In the event that you have such a dispute, you release Zues, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Website. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Electronic Communications

When you use the Service or send e-mails to Zues, you are communicating with Zues electronically. You hereby consents to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that Zues provides to you electronically satisfy any legal requirement that such communications be in writing.

Export Regulation.

The Website may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Website to, or make the Website accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Website available outside the US.

US Government Rights.

The Website is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Website as are granted to all other Website users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Survival

Agent’s duty to protect and maintain the privacy and security of PII under this Agreement shall survive the expiration or earlier termination of this Agreement.

Disclaimer of Joint Venture

Neither this Agreement nor the activities of Agent contemplated by and under this Agreement shall be deemed or construed to create in any way any partnership, joint venture or agency relationship between the Parties. Neither Party is, nor shall either Party hold itself out to be, vested with any power or right to bind the other Party contractually or to act on behalf of the other Party.

Entire Agreement

The Agent Terms and Conditions of Service, available at medizues.com/terms-of-service, our Terms of Use, available at medizues.com/terms-of-use, our Privacy Policy, available at medizues.com/privacy-policy, our Information Security Policy, available at medizues.com/information-security-policy, our Data Use Agreement, available at medizues.com/data-use-agreement, our Business Associate Policy, available at medizues.com/business-associate-policy, and our Business Associate Agreement, available at medizues.com/business-associate-agreement, each incorporated herein by reference, constitute the sole and entire agreement between you and Zues regarding the Website and Zues Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.