TERMS OF USE 

IMPORTANT: Please review the following terms and conditions carefully. These Terms of Use (these “Terms”) are a legally binding contract between you (“you”, “your”, or “the user”) and Benefits Science LLC ("Benefits Science", "our", "we", or "us") pertaining to your access and use of Benefits Science’s data, data analytics systems, applications, content and services (collectively, “Services”), and all products, information, articles, content, media, printed materials and "online" or other electronic documentation accessible from the website www.benefitsscience.com or any sub-domains thereof or other websites, including without limitation the portals set up for our health care organization clients (the “Portals”), operated by or for Benefits Science (collectively, the "Sites"). The Terms explain the relationship between us and the user when the user accesses and uses the Sites, when the user is required to register and provide a password on the Sites (when applicable), and when the user uses any online or application (including related documentation) that may be offered through the Sites from time to time. Before accessing and using the Sites, please carefully read these Terms carefully. 

Changes to these Terms; Electronic Signature Consent to These Terms and Online Agreements 

Please read these Terms carefully, as your access to and use of the Sites constitutes your acceptance of these Terms and our Privacy Policy. Benefits Science reserves the right to change these Terms at its sole discretion and at any time by reasonable notice, including without limitation by posting revised terms on the Sites (which shall constitute reasonable notice), and such amended terms shall be binding upon you. All changes are effective immediately when we post them, and apply to all access to and use of the Sites thereafter. You agree to review the Sites and these Terms periodically to ensure that you are aware of any modifications. We do not make changes that have a retroactive effect, unless we are legally required to do so. Any amended Terms will supersede all previous versions of the Terms. For this reason, we encourage you to review these Terms each time you access or use the Site and to print out a copy of these Terms for your records. 

By accessing the Sites and, for registered users, logging into your account,, you agree to conduct all transactions by electronic means, and Benefits Science and you hereby state that electronic signatures shall have the same force and effect as an original signatures with respect to these Terms and all written agreements entered into between you and Benefits Science on the Sites. 

Site Services 

Benefits Science will make available for access and use the Services to registered users only and other features on the Sites to all users. We reserve the right to withdraw the Sites, or any feature or material provided on the Sites, in our discretion without notice. We will not be liable if for any reason all or any part of the Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites, or the entire Sites, to users. The following terms pertain to your ability to use the Services made available by Benefits Science on the Sites: 

 

Portal Use. The Portal is an Internet application that enables registered users to have secure web-based access to personal information and medical information, as released by their employer/our health care provider clients, and allows the registered user to use such medical information to run analytics reports on behalf of their employer/out health care provider client for the following purposes and only to the extent permissible under all applicable federal and state laws regarding the privacy of patient information: (i) to communicate securely within the Portal; (ii) to view and update your account, contact and personal information; and (iii) to access the Services in order to run reports. All information created, stored, and processed in the Portal may be protected by law. 

Access. Access to the Portal is provided by invitation only. Upon receiving an invitation from Benefits Science, you will be asked to set up an account, which may include providing information about yourself and your employer. By your electronic signature on these forms, you represent that you have read and accept the forms, without modification, and agree to abide by any terms set forth therein. Please be aware that use of the Portal, Services, and Sites cannot replace nor is it intended to serve as an employer/employee relationship. 

Reports. All Benefits Science-generated reports are subject to state and federal regulations governing the security, privacy and confidentiality of medical information because each report may contain protected health care information and personal identifying information provided by your employer/our health care organization client. You agree to maintain the privacy, security and confidentiality of these reports and any protected health care information and personal identifying information contained in the reports or otherwise made available with regard to the Services. 

Posted Content. The Sites may contain interactive features that allow users to post, submit, publish, display or transmit to other users or other persons content or information (including personal medical information) on or through the Sites. All such user information or content posted must comply with these Terms. You acknowledge and agree that any information or content posted to Benefits Science's social media pages, including without limitation its Linked In account, may be viewed by the general public and will not be treated as private or confidential. You agree that Benefits Science may use (or not use, at Benefits Science’s sole discretion) any content posted on or through Benefits Science's social media pages or the Sites, including your photographs or articles, in any manner that it deems necessary or appropriate to the extent compliant with applicable law. You authorize Benefits Science and its affiliates and licensees, without compensation to you or others, to copy, reproduce, incorporate, distribute, publicly display or otherwise use such information in furtherance of its operations throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such content, and such permission may not be revoked for any reason. To the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any content posted by you. By posting such content, including without limitation text, photos, video or audio recordings, on Benefits Science's social media pages or the Sites, you represent and warrant to Benefits Science that you own or have the right to use and permit Benefits Science to use such content in the manner stated above. If you identify yourself by name or provide a picture or audio or video recording of yourself on Benefits Science's social media pages on the Sites to the extent compliant with applicable law, you further authorize Benefits Science and its affiliates and licensees (without compensation to you or others) to reproduce, print, publish, and disseminate in any format or media (whether now known or hereafter created) your name, voice and likenesses in furtherance of Benefits Science's operations throughout the world, and any such permission cannot be revoked for any reason. Although Benefits Science reserves the right to remove without notice any posting for any reason, Benefits Science has no obligation to delete content that you personally may find objectionable or offensive. 

Availability of Service. Benefits Science reserves the right to establish general practices and limits concerning the Services at any time (and may modify such practices and limits at its sole discretion). YOU AGREE THAT BENEFITS SCIENCE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO DELIVER OR STORE ANY INFORMATION, CONTENT OR EMAIL PROVIDED BY OR STORED BY YOU, REGARDLESS OF WHETHER SUCH DELETION OR FAILURE WAS DUE TO THE ESTABLISHED PRACTICES OR LIMITS OF THE SERVICES OR AS A RESULT OF ERROR, INTENTIONAL MISCONDUCT, OR NEGLIGENCE OF BENEFITS SCIENCE. YOU AGREE THAT BENEFITS SCIENCE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICES. 

 

Privacy and Security of Patient Information. All patient information viewed through the Patient Portal is strictly confidential and is subject to the protection of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and certain privacy and security regulations promulgated by the U.S. Department of Health and Human Services to implement certain provisions of HIPAA and the Health Information Technology for Economic and Clinical Health Act, as modified by the Omnibus Final Rule (collectively the “HIPAA Requirements”), as well as other applicable federal and state privacy and security laws and regulations, which regulate and limit the use and disclosure of your protected health information. Benefits Science is committed to protecting the privacy and security of protected health information gathered by or through the Sites in conformance with the HIPAA Requirements and applicable law. Any communication of health care information not communicated through the Patient Portal is not intended to be specific to any particular person's medical condition or health information request. You represent and warrant that your access to, and use of the Patient Portal, will not: (i) violate any laws; (ii) be defamatory, deceptive, offensive, discriminatory, obscene, or otherwise inappropriate; (iii) consist of “spamming”, sending unsolicited bulk e-mail or other messages, or sending unsolicited advertising; (iv) be threatening or harassing; (v) involve impersonating another person; or (vi) violate the terms and conditions or use of any application, software, or other function made available by Benefits Science. 

Password Protection. You must have a password to access the Services online via your account. You are responsible for maintaining the secrecy of your password and protecting against unauthorized use of your password. You also are responsible for all activities that occur under your password and user name or your account made by you or others. You will immediately notify Benefits Science if your password is lost, stolen, disclosed to an unauthorized third party or otherwise has been compromised or if there is any other breach of security. You must ensure that you exit from your account at the end of each session. You will be permitted to access only those portions of the Sites for which you have been granted permission to use by Benefits Science. 

Account Requirements. To access the Sites or some of the resources the Sites offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Sites that you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by our account activation form; and (ii) maintain and promptly update such account information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such account information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Sites or the Services or any portion thereof. You agree that all information you provide to register with the Sites or otherwise including, but not limited to, through the use of any interactive features on the Sites, is governed by our Privacy Policy (https://www.Benefits Science.com/privacy-policy/), and you consent to all actions we take with respect to your information consistent with our Privacy Policy. We have the right to disable any user name, 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. 

Privacy Policy and Security 

Please carefully read our Privacy Policy (https://www.benefitsscience.com/privacy-policy/) to learn about the information that we collect through the Sites and how we may use and process it. We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security of information that you provide to or through the Sites. We do not and cannot guarantee that your use of the Sites and/or your content will be private or secure. Information collected by your internet or mobile service provider and other third parties is used, stored, transferred and disclosed pursuant to the terms, policies and practices of your internet, mobile or other third-party service provider. We are not responsible for or liable to you for any lack of privacy or security that you may experience. We encourage you to carefully consider disclosure of any information that might be accessible to others. You are responsible for using the precautions and security measures best suited for your situation and intended use of the Sites. 

Acceptable Use Policy for the Services & Sites. 

You will not, and will not allow or authorize others to, use the Services or the Sites to take any actions that: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, invasive of privacy, stalking, harassment, abusive, tortuous conduct, hateful, discrimination based on race, ethnicity, gender, sex or disability, pornographic or obscene; (iv) involve the unauthorized entry to any machine accessible via the Services or interference with the Sites or any servers or networks connected to the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites, or attempt to breach the security of or disrupt Internet communications on the Sites (including without limitation accessing data to which you are not the intended recipient or logging into a server or account for which you are not expressly authorized); (v) impersonate any person or entity, including, without limitation, one of Benefits Science's or other's officers or employees, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Sites; (vii) send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; (viii) engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Sites, or which, as determined by us, may harm Benefits Science or users of the Sites or expose them to liability; (ix) could disable, overburden, damage, or impair the site or interfere with any other party's use of the Sites, including their ability to engage in real time activities through the Sites; (x) use any robot, spider or other automatic device, process or means to access the Sites for any purpose, including monitoring or copying any of the material on the Sites; or (xi) collect or store personal data about other account users or attempt to gain access to other users' accounts or otherwise mine information about other users or the Sites. 

Restricted Use of the Sites’ Materials 

Unless otherwise indicated, Benefits Science, its licensors or other providers hold the copyright to all Materials on the Sites, including without limitation, proprietary platform, applications, algorithms, reports, data and databases, documents, information, user interfaces, displays, photographs, text, graphics, images, content, tutorials, white papers, videos, audio/visual clips and the design, selection and arrangement thereof, and all improvements, feedback, suggestions, enhancements or derivative works related to any of the foregoing (collectively, the “Materials”). Additionally, Benefits Science owns all of the trademarks, service marks, slogans and logos (collectively, the "Marks") used and displayed on the Sites, unless otherwise noted. Without the explicit consent of Benefits Science, no information or material from the Sites (including, without limitation, the Marks), may be copied, stored, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, use any illustrations, photographs, video or audio sequences or any graphics or commercially exploited in any way. Nothing in these Terms constitutes a waiver of any rights under copyright laws or any other federal, state or local law, regulation, ordinance or treaty. Nothing in these Terms should be construed as conferring by implication, estoppel or otherwise, any license or right under or to any intellectual property right, including without limitation, any patent, trademark, service mark or copyright of Benefits Science or any third party. 

 

Unless otherwise indicated, Benefits Science allows you to view and print information, documents, and web pages made available from the Portal only for the benefit of your employer/our health care organization clients but not for any for-profit or commercial activities or purposes or resale. If you share the printed Materials with others, you agree to advise any person to whom you share the Materials as to these Terms and they must agree to abide by these Terms. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks owned by Benefits Science or its licensors. 

Each registered user who is registers a user account via the Portal may only use the Materials and the Services for the benefit of their employer/our health care organization client designated under your user account (and not for yourself or any third party). All aspects of the Materials and the Services contain valuable trade secrets and proprietary and confidential information of Benefit Science and their licensees. You are only authorized to access and use the Materials and the Services during the term of the master service agreement between Benefit Science and your employer/our health care organization client for whom you registered a user account via the Portal. You agree that only you may use your user login credentials to access the Service via the Portal and you will not share or provide others with your user login credentials, you will take reasonable efforts to protect such confidential information from unauthorized use, dissemination or disclosure to others, and you will comply at all times with applicable state and federal laws and regulations while using the Materials and/or the Services. You further agree that you will not disclose any non-public Materials and the Services (or any feature thereof) to any person (other than an employee of Benefits Sources or any employee or officer of your employer/our health care organization client who also is a registered user) without the prior written consent of Benefits Source, and these non-disclosure obligations extend to any Reports generated from your access and use of the Services. In the event that you are required by applicable law to make any disclosure of any of Benefits Source’s confidential information, by subpoena, judicial or administrative order, or otherwise, you will first give written notice of such requirement to Benefits Source, if permitted by law, and will permit Benefits Source to intervene in any relevant proceedings to protect its interests in any such confidential information, and provide full cooperation and assistance to Benefits Source in seeking to obtain such protection. 

You acknowledge and agree that, as between you and Benefits Source, title to and ownership of the Materials and the Services, and all of Benefits Services’ proprietary technology used to perform the Services or make available the Sites (including the Portal), and all intellectual property rights relating thereto, throughout the world (whether owned by Benefits Source or licensed to Benefits Source from a third party), used in the Services or incorporated into any Materials (including Reports), and any derivatives, improvements, enhancements, or extensions of any of the foregoing, conceived, reduced to practice, or developed whether alone or jointly with others by Benefits Source or you (collectively, “Benefits Source IP”), are and will remain vested in Benefits Source at all times and for all purposes. You will not knowingly take any action inconsistent with Benefits Source’s rights in and to the Services and Materials and all Benefits Source IP. “Benefits Source IP” also includes any reports generated from data available through the Service, and any modifications or enhancements thereto, but does not include any stored data provided by your employer/our health care organization client to Benefits Source subject to a Business Associate Agreement. No direct or indirect ownership interest or license rights in you or your employer/our health care organization client are granted or created by implication under these Terms. 

Links to Social Media Sites 

The Sites contain links to other social media accounts and/or webpages hosted by or for Benefits Science, which from time to time may include without limitation, Linked In. These links are provided for convenience only. Your access to and use of any such social media pages shall be governed by these Terms to the extent they are not contrary to the terms or other service agreements of the social media site operators. You, however, acknowledge that Benefits Science has no control over the operations of the social media websites to which this Site may link and YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD HARMLESS BENEFITS SCIENCE FOR ANY BREACH OF ANY TERMS OR OTHER SERVICE AGREEMENTS OF THE SOCIAL MEDIA SITE OPERATORS BY VIRTUE OF YOUR ACTIONS. 

Consumer Review Fairness Act 

The Consumer Review Fairness Act gives you certain protection against “gag” clauses prohibiting the disparagement of a service provider’s service offerings. The parties acknowledge and agree that, notwithstanding anything to the contrary herein, no clause in these Terms of Use shall be constructed to (i) prohibit or restrict the ability of, or impose a penalty or fee against, you from engaging in any Covered Communication or (ii) transfer or require you to transfer to Benefits Science any intellectual property rights in any otherwise lawful Covered Communication other than the non-exclusive license set forth in this clause; provided however that: (1) the foregoing shall not affect (A) any duty of confidentiality imposed by law, (B) any civil actions for defamation, libel or slander or any similar causes of action, or (C) Benefits Science’s right to remove or refuse to display publicly at the Conference or on an Internet website or webpage owned, operated or otherwise controlled by Benefits Science any Covered Communication that contains the personal information or likeness of any person, or is libelous, harassing, abusive, obscene, vulgar, sexually explicit, or is inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or is unrelated to the goods and services offered by or available at Benefits Science’s Sites or any sub-domains thereof or other websites operated by Benefits Science; and (2) the foregoing shall not apply to the extent that the clause in these Terms prohibits disclosure or submission of (A) trade secrets or commercial or financial information obtained from any person and considered privileged or confidential, (B) personnel and medical files and similar information, the disclosure of which would constitute a clearly and unwarranted invasion of personal privacy, (C) records or information compiled for law enforcement purposes, the disclosure of which would constitute a clearly and unwarranted invasion of personal privacy, (D) content that is unlawful or otherwise meets the requirements of subsection (2)(C) above, or (E) content that contains any computer viruses, worms, or other potentially damaging computer code, processes, programs, applications or files. You grant Benefits Science, its successors and assign, the non-exclusive, perpetual, irrevocable, fully-paid, royalty-free right to copy, use, reproduce, edit, display, or commercially exploit any Covered Communication, in whole or in part, in any media (including Internet) whether now know or hereafter created, without the requirement of an accounting or prior written notice to you by Benefits Science. For purposes of these Terms of Use, a “Covered Communication” means any written, oral or pictorial (including pictures, photographs, video, illustrations and symbols) review, performance assessment of, or other similar analysis of, including by electronic means, the goods, services or conduct of Benefits Science or its service providers. 

Term & Termination. 

These Terms are effective from the date that you first access the Sites or on the date that you activate your Portal account, whichever is earlier, and continues in effect until terminated in accordance with these Terms. 

Benefits Science may terminate your access to the Sites or the Services at any time for any reason. Cause for such termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies; (iii) a request by you (self-initiated account deletions) or your employer/our health care organization client (employer-initiated account deletions; (iv) discontinuance or material modification to the Services (or any part thereof); (v) unexpected technical or security issues or problems; (vi) extended periods of inactivity; (vii) fraudulent or illegal activities performed by or on behalf of you in connection with the Services or the Sites; (viii) discontinuance of the Services as a whole; (ix) a statement by you that you no longer agree to these Terms, or a statement by you otherwise requesting termination of your access to the Services; and/or (x) any other reason considered by Benefits Science to be in the best interest of its business and/or its clients (including your employer/our health care organization client). 

Limitation of Liability 

In no event and under no circumstances shall Benefits Science or its service providers or any contributors of information to the Sites or our sponsors, licensors, clients or authorized representatives, or the employees, agents, officers or directors of any of the foregoing be liable to you or any third party for any direct, indirect, special, incidental, punitive or consequential damages (including without limitation any loss of profits, lost savings, or loss of data) arising out of your (or any authorized user's) or any unrelated party's use or inability to use the Services and/or the Sites, or your (or any authorized user's) or any unrelated party's reliance or use of information, products or services provided on or through the Internet, or that result from mistakes, omissions, interruptions, deletions of files or other data loss, errors, defects, delays in operation, service or transmission or any failure of performance of the Services and/or the Sites, even if we, or any of our authorized representatives, have been advised of the possibility of such damage and even if the remedies stated in these Terms fail of their essential purpose. 

Disclaimer of Warranties 

THE SITES (INCLUDING WITHOUT LIMITATION ALL SERVICES AND MATERIALS (INCLUDING REPORTS GENERATED BY THE USE OF THE SERVICES) ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. 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. 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 SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITES LINKED THERETO. Further, we do not warrant, guarantee, or make any representations regarding the use of, or the results of the use of the Sites either in terms of its compatibility with hardware or other software, its reliability, accuracy, or otherwise; and you rely on the Sites solely at your own risk. 

The Materials on the Sites are not meant to be used for self-diagnosis or to replace the services of a medical professional. While Benefits Science endeavors to keep the Materials on the Sites current, healthcare information changes rapidly and thus, the Materials on the Sites should not be relied upon to be fully comprehensive or error free. Benefits Science does not recommend, endorse or make any warranties or representations of any kind with regard to the accuracy, completeness, timeliness, quality, efficacy or non-infringement of any of the Materials, products or other information provided on the Sites or by the companies or organizations linked or referred to in the Sites. 

Governing Law and Venue 

These Terms, including all matters of construction, validity, and performance, will be governed, construed and enforced in accordance with the laws of the State of Texas. You agree that the exclusive jurisdiction and venue for any action under these Terms will be the state and federal courts in Texas, and you hereby agree and submit yourself to the exclusive jurisdiction and venue of such courts for such purposes. 

Miscellaneous Provisions 

If any provision of these Terms is held to be illegal, invalid, or unenforceable, then that provision shall be fully severable from these Terms and shall not affect the legality, validity, or enforceability of the remaining provisions of these Terms. Failure by us to enforce any particular term of these Terms shall not be construed as a waiver of any of our rights hereunder. You agree that, if the terms of these Terms are not specifically enforced, we will be irreparably damaged, and therefore you agree that we shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect any breach(es), in addition to any other available remedies. These Terms constitutes the entire agreement between you and Benefits Science with respect to the terms of use for Sites and the Services. 

Contact Information 

If you have any questions regarding these Terms, you may email or write to Benefits Science: 

By email: securityofficer@benefitsscience.com 

By mail: Benefits Science LLC 

129 South Street, 4th Floor 

Boston, MA 02111 

Posted: August 28, 2018