These Terms of Use (“Terms of Use” or “Terms”) are a legal agreement between us (“us”, “our”, “we”, or “Company”) and you, the individual who uses the site and services we offer for your use under these Terms.
This website is owned and operated by Health Systems Management, Inc. (“Company”),
DBA The Borchardt Group and Student Health Systems. These Website Terms and
Conditions of Use (the “Terms”) contain the terms and conditions upon which the
Company is willing to provide you access to and use of the Company’s websites and
all related pages, information, databases, materials, and services (collectively,
the “Site”), and governs your use of the Site (collectively, the “Services”). These
Terms form an agreement between you and the Company. If you do not agree to be
bound by these Terms, you should not access or use the Site or the Services. Use of
the Site indicates your acceptance of these Terms and the Company's Website Privacy
Statement. Please scroll down through these Terms to review provisions regarding
arbitration, limitation of liability, indemnities, and other important topics.
If you have questions regarding these Terms, please contact us by calling
(888) 822-9016 or (888) 256-5455.
Health Systems Management, Inc. is a third-party administrator that specializes in employee benefit administration, IT solutions, health and welfare enrollment management, collegiate insurance management, retiree administration, COBRA administration, and customer service. The Company does not provide financial, legal, tax, or medical advice regarding any benefit programs or otherwise. Content regarding financial, legal, or tax concerns is provided for informational purposes only, and is not intended to be personalized or professional advice. Please consult with your financial, investment, legal, or tax advisor regarding the applicability of such content to you and its impact on your choice of benefit plans. If you have a dispute with a benefit plan, its provider, or a beneficiary of a benefit plan, you must deal directly with that person or entity.
To use the Services, you must have an existing relationship (the “Account”) with the Company. By creating an Account, you have a limited license to use the Site and Services, including the limited right to view, bookmark, download, and print, for your noncommercial, personal use, those pages of the Site that interest you, subject to any other terms and conditions of use and/or payment in these Terms or on the Site. These Terms cannot be waived or modified by any oral communications between you and the Company.
Accounts cannot be transferred to or used by any other party without the express written permission of the Company. You agree that any information you provide to the Company, whether through the Account registration process or otherwise, including, without limitation, passwords, usernames, login ID's, and any other personally identifiable information, whether through questionnaires, registration forms, or other information requests (“Account Information”), will be true, accurate, current, and complete. You agree not to provide Account Information that is false, inaccurate, misleading, or fraudulent. You agree to provide the Company any information reasonably requested by the Company related to the provision of the Services and necessary for administration of the Account.
You are solely responsible for all transactions and transmissions that occur through the use of your Account Information, and it is your responsibility to maintain and promptly update your Account Information. You agree that the Company is not liable to you or to any third party for damages or losses related to the accuracy or disclosure to the Company of your Account Information. It is your responsibility to maintain the confidentiality of your Account Information. The Company requires that you agree not to share your Account Information with another person, nor allow another person to use your Account Information. You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false e-mail or other headers, or otherwise conceal your identity from the Company for any purpose. If you believe that someone has used your Account Information to access any of our services without your authorization, please contact us immediately by telephoning (888) 822-9016 or (888) 256-5455.
Please review the Company's Website Privacy Statement for more information regarding our policies and procedures for disclosing and using your Account Information.
The Company reserves the right, to change, delete, or update the Terms or other policies that govern use of the Site or the Account at its discretion, at any time, for any reason, without notice, including the right to terminate the Services, any part of the Services, or the Account. Any amendments and modifications by the Company, unless otherwise provided in this Agreement, will be effective upon being posted on the Site. The Company encourages you to review these Terms periodically for updates and changes. Your continued access or use of the Site or the Account will be deemed acceptance of all changes.
The Company reserves the right to perform routine system maintenance during off hours, normally between 9 PM and 5 AM ET. Any longer maintenance period will be posted on the Company’s website.
The Company owns all the content, materials, and other intellectual property related to the Site and the Services, including without limit all text, graphics, photographs, music, data, images, audio and video clips, software, names, button icons, logos, images, designs, titles, words or phrases, page headers, service names, trademarks, patents, and copyrights (collectively, “Materials”). You have no rights to the Materials, except as expressly set forth in these Terms. Any use of the Materials, except as permitted by these Terms, is expressly prohibited.
1. use the Site to transmit, copy, reproduce, republish, upload, post, transmit,
e-mail, or distribute in any way material or content that infringes any copyright,
trademark, proprietary, or other right of any party or that violates these Terms;
or
2. copy (except as set forth above for noncommercial personal use), modify,
distribute, create any derivative or compilation work from, or display The
Company’s name or logo, or any text, graphic images, or other content from the Site
or redeliver such content using framing or similar technology; or
3. use any device designed to provide repeated automated access to any Site other
than those made generally available by the Company; or
4. include any Company trademarked materials, the name of any Company personnel, or
any variation of these items as a metatag or hidden textual element, or in any
other fashion that may create a false or misleading impression of affiliation,
sponsorship, or endorsement between the Company and you, any other party, or any
other website, or otherwise use these items without the Company’s express written
permission; or
5. collect, harvest, or store personal data about other users of the Site or the
Services; or
6. upload, e-mail or otherwise transmit to us or through the Site or any Company
computer network any of the following: a sexually-explicit image or statement;
advertising, promotional, or other unauthorized communication, including without
limitation, “junk mail”, surveys, unsolicited e-mail, “spam”, “chain letters”,
“pyramid schemes”, or other inappropriate or prohibited materials; and any material
that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs,
or any other computer code, files or programs that might interrupt, limit or
interfere with, damage, surreptitiously intercept or expropriate any system, data
or information related to the Site or any computer software, hardware or
communications equipment that is owned, leased or used by the Company; or
7. create a link to the Site without the Company’s prior written permission; or
8. use the Site or Services to post or transmit any threatening, false, misleading,
abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous,
inflammatory, or profane material or any material that could constitute or
encourage conduct that would be considered a criminal offense, give rise to civil
liability, or otherwise violate any applicable local, state, national, or
international law; or
9. use any robot, spider, scraper, or any other automated means to access the Site
or the Services for any purpose without the Company’s express written permission;
or
10. forge any TCP/IP packet header or any part of the header information in any
email or posting; or
11. take any action that imposes, or may impose, in the Company’s sole discretion,
an unreasonable or disproportionately large load on the the Company infrastructure;
or
12. interfere or attempt to interfere with the proper working of the Site, the
Services, or any activities conducted on the Site; or
13. bypass measures used by the Company to prevent or restrict access to the Site
or the Services, violate or attempt to violate the security or authentication
measures of the system, or attempt to prove, scan, or test the vulnerability of a
system or network without written authorization from the Company.
The Company reserves the right to disclose the identity of anyone posting or transmitting any information or materials violating the above prohibitions to law enforcement authorities or pursuant to any court order requesting or directing the Company to disclose such information.
These Terms are effective until terminated by either party. If you no longer agree to be bound by these Terms, you must cease use of the Site, the Services and the Account.
You agree that the Company may terminate, restrict, or suspend part or all your permissions to access the Site and your Account, or delete any content transmitted to or through the Site and to your Account, at any time, at its sole discretion, without prior notice to you and without any liability on our part. The Company also reserves the right to take any action relating to user-submitted information that it deems necessary or appropriate if such information, as determined in the Company’s sole discretion, may create liability for The Company, its agents or its contractors, or may affect the Company’s business relationships or contracts with its agents or its contractors.
The Company further reserves the right to remove any materials that are defamatory, abusive, illegal, harassing, immoral, disruptive, or do not conform to these Terms, though the Company shall be under no obligation to monitor any of the foregoing or to otherwise screen or monitor any communications or information prior to its posting. You agree the Company has the right, but is not obligated, to monitor your use of the site and account and any communications made by you related to such use in any manner; and you release the Company from any liability related to its monitoring activities. If the Company denies you access to the Site or your Account, you agree to destroy all materials obtained from the Site and all copies of those materials with the exception of your Account Information. You acknowledge that, upon termination, the Company may immediately deactivate or delete your Account and all related information and files in the account and bar you from further access to the files, the Site, the Services, and your Account.
The Company may provide access to third party websites for your general informational use. These links will allow you to leave the Site. The linked sites are not under the control of the Company, and the Company is not responsible for the contents of any linked site. By providing access to other websites, the Company is not recommending or supporting any third party, is not recommending the purchase or sale of any products or services of a third-party, and is not endorsing or acknowledging that it is affiliated with any website's sponsoring organization.
The Company is not obligated to maintain, verify, update, or post any corrections to such third-party information for any reason. Nothing in the Site referencing any third parties with whom the Company conducts business, and nothing in these Terms, shall be deemed to create any agency relationship, affiliation, or sponsorship among the Company and such third parties or you, or make the third parties or your partners or joint venturers with the Company, or otherwise provide you or any third parties with any rights to act on the Company’s behalf. The Company does not represent or guarantee the truthfulness, accuracy, completeness, timeliness, authorship, suitability of content, or reliability of communications posted by third parties, nor does the Company endorse any opinions expressed by users or any third parties using the Site. Consequently, you agree that the Company does not guarantee and is not liable to you for any third-party content.
To the extent permitted by applicable law, you agree that all information, services, software, and content available through the site, and the site itself, are furnished for general informational purposes only, and are furnished to you on an “as is” and “as available” basis without any implied or expressed warranty of any kind, including without limitation, the implied warranties of merchantability, fitness for a purpose, suitability, security, correctness, and non-infringement. the Company and its affiliates, officers, directors, employees, contractors, agents, and suppliers (collectively the “Company Parties”) make no representation or warranty regarding, are not responsible for, and disclaim all liability for, the continued availability, reliability, accuracy, results or performance of the site or any material on the site, the performance of the internet, the downloading compatibility of any materials or software with your computer system, the existence of any virus, worm, malicious code or other disabling device from any source, the unauthorized access to or use of your information by a party other than us, any technical failures (including hardware or software failures), incomplete, scrambled, or delayed computer transmissions, and/or technical inaccuracies, or loss or use of data, as well as unauthorized access of user transmissions by third parties arising out of or related to these terms. No one is authorized to make any warranty on our behalf, and you cannot rely on any other statement of warranty. You assume responsibility for the accuracy, appropriateness, and legality of any information you supply to us.
You agree that in no event, shall either party be liable to the other for any incidental, consequential, special, or punitive damages, including, without limitation, lost profits, lost business, loss of data or cost of substitute services) arising out of or in connection with any agreement between the parties, the Company system or the services performed thereunder under any theory of liability, whether in contract, tort, strict liability or otherwise. In addition, except for breaches of confidentiality or privacy, the Company shall only be liable to you for any direct damages in amount equal to (a) actual damages or (b) the fees payable to the Company for the service(s) giving rise to the claim during the contract year in which the event occurs, whichever is less.
In consideration of your use of the Site, you hereby agree to indemnify the Company Parties and any third party information or service providers from and against any and all claims, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or related to your: (i) breach of these Terms, (ii) violation of any person's or entity's legal rights (including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights, or publicity, contract, moral, or privacy rights) (iii) violation of any applicable law, rule, or regulation, (iv) negligence, recklessness, or misconduct, or (v) unauthorized use of your Account Information by a party other than us.
The Company controls and operates the Site from its offices within the State of Maryland in the United States. If you choose to access the Site from other locations, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws and regulations. You agree that the laws of the State of Maryland (excluding any choice of law rules) govern your rights and obligations relating to the Company and your use of the Site.
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No failure to exercise and no delay in exercising, by the Company, any right, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein. Any waiver by the Company of a breach of any provision of these Terms shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the Terms unless and until agreed to in writing by the Company.
The Company’s designated agent for notification may be contacted at:
Health Systems Management, Inc.
Compliance Department
101 Bay Street, Suite 3
Easton, MD 21601
By Phone: (888) 822-9016
By Fax: 410-822-9017
Attn: HSM Compliance Department
If a dispute arises between you and any of the the Company Parties, it is the goal of the Company to work in good faith with you to quickly and amicably resolve the dispute. All disputes, claims, or controversies (“Claims”) arising under or relating to these Terms, the Site, or the Services that cannot be resolved informally, will be finally resolved by binding arbitration as described herein.
Any dispute arising under or related to these Terms, the Site, or the Services (including the arbitration of such a dispute and the existence, validity, interpretation, performance, termination, or breach thereof) shall be finally settled by binding arbitration by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), with the arbitration to be commenced no later than one (1) year after such Claim accrues (in absence of which it shall be deemed forever waived). A judgment upon an arbitrator’s award may be entered by any court of competent jurisdiction. To the extent permitted by applicable law, you agree that there shall be no class action arbitration related to this Agreement or the Services. All parties shall bear their own expenses, except that the parties shall equally share the expenses of the arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the related Claim).
The above obligations to arbitrate shall not prevent a party from seeking a preliminary injunction, temporary restraining order, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute.
Exclusive jurisdiction and venue for arbitration or any other legal action or proceeding in any way related to the Site, the Services, or this Agreement shall be in Easton, Maryland. Any matter brought before a court shall be brought solely in the state or federal courts located in Maryland.
For purposes of these Terms, the parties hereto shall be independent contractors, and neither shall at any time be considered an agent or employee of the other. No joint venture, partnership, or like relationship is created between the parties by this Agreement.
These Terms, and any policies referenced and attached hereto, constitute the entire agreement between you and the Company related to the Site and services. All prior agreements, representations, statements, negotiations, and undertakings with respect to the subject matter herein are superseded by these Terms. These Terms may not be amended, altered or added to in any manner except as set forth by a document in writing and signed by an authorized representative of each party. If there is a conflict between these Terms and any terms appearing on the Site, or in any policies, those terms that are more favorable to the Company shall govern.
The headings of the sections in these Terms are strictly for convenience and shall not in any way be construed as amplifying or limiting any of these Terms.
The terms that by their nature are intended to survive beyond the termination, cancellation, or expiration of these Terms will survive.