Welcome To Healthchoice!
1. Healthchoice is only a Venue.
Healthchoice acts as an on-line marketplace between consumers and insurance agents and/or brokers (each, an "Agent-Broker", and collectively combined with other users of Healthchoice, "Users"). Selah LLC is solely an intermediary between Users and does not buy, sell or distribute any products or services. Selah LLC is not involved in the actual transaction between Users, and has no responsibility or liability with respect to any part of the Users' transactions or any issues related directly or indirectly to such transactions. It is entirely your responsibility to enter into a contract or agreement directly with an Agent-Broker of your choosing. Your rights under contracts you enter into with Agents-Brokers are governed by the terms of such agreements and by applicable law. Selah LLC does not endorse, recommend, warrant or guarantee the products or services of any Agent-Broker, and is not responsible or liable for any products or services purchased or obtained by you through Healthchoice. Nothing herein contains an offer, promise or commitment from Selah LLC to make available specific products or services, or that any participating Agent-Broker will make any product or service available or complete a transaction. Selah LLC has no control over the business practices of Agents-Brokers, and is not liable for any acts or omissions of any User of Healthchoice.
2. Information provided to Selah LLC.
3. Access to Healthchoice.
During the term of this Agreement, Selah LLC grants to you a personal, non-transferable, non-sub licensable and non-exclusive right to use Healthchoice in object code form only, and pursuant to the terms and conditions set forth in this Agreement. You are responsible for any and all telecommunication services, Internet access, hardware and software necessary or helpful for accessing Healthchoice. Selah LLC reserves the right at any time to modify or discontinue, temporarily or permanently, Healthchoice (or any part or feature thereof) with or without notice or liability to Users. Selah LLC shall not be liable to you or to any other third party for any modification, suspension or discontinuance of Healthchoice.
(a) No Agency. Agents-Brokers listed through Healthchoice are independent contractors, and their participation in Healthchoice shall in no way be construed to create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. Selah LLC assumes no liability, obligation or responsibility in connection with any transaction between Agents-Brokers and you.
(b) Screening. It is your sole responsibility to conduct an evaluation of each Agent-Broker, to select an Agent-Broker that suits your needs and to negotiate the terms for any products or services to be provided by the Agent-Broker you select, including ascertaining whether the Agent-Broker is licensed, insured, bonded or otherwise qualified to provide the products or services requested. Selah LLC does not: (i) endorse or recommend any specific Agent-Broker; (ii) provide advice on selection of any Agent-Broker; (iii) warrant or guarantee the quality of any product or service an Agent-Broker provides to you; or (iv) make any representations or warranties regarding the qualifications of an Agent-Broker. Selah LLC shall not be liable and disclaims any duty, obligation or liability regarding any action or inaction of an Agent-Broker.
(c) Agent-Broker Profiles. Selah LLC allows Agents-Brokers to post information about their business on Healthchoice. Selah LLC does not review or verify such information included in these profiles; provided, however, Agents-Brokers participating in Healthchoice are required to warrant that they will respond to quotes in accordance with current industry and professional standards, as well as applicable laws, statutes, regulations and rules.
(d) Disputes; Release. You are solely responsible for your interactions with Agents-Brokers. Selah LLC reserves the right, but has no obligation, to monitor disputes between you and Agents-Brokers, and may provide a resolution process to try and assist you in resolving any problems that may arise which may be the fault of an Agent-Broker you learned about through Healthchoice. In the event of a dispute between you and one or more Agents-Brokers, you release Selah LLC from claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.
5. Proprietary Rights.
(a) Intellectual Property Ownership; Reservation of Rights. Selah LLC owns and retains all proprietary rights in Healthchoice, including databases, trademarks, software, copyrighted material, modifications, ideas, method of operation, processes, know-how, aesthetic aspects, graphical user interfaces and the look and feel of Healthchoice, all which are proprietary materials which contain valuable trade secrets and intellectual property rights owned exclusively by Selah LLC or its licensors. You may not copy, modify, publish, transmit, distribute, perform, display or sell any such proprietary information. You will not remove, obscure or alter Selah LLC's or its licensors' proprietary notices, disclaimers, trademarks or other proprietary rights notices of any kind affixed or contained in any written or electronic report, output or result generated in connection with Healthchoice. Any software is licensed, not sold.
(b) Additional Restrictions. You will only use materials made available through Healthchoice for your personal use, and not for other commercial or public purposes, or for the benefit of any other person or entity, such as providing outsourcing, service bureau services, unauthorized framing or linking, or collecting usernames and/or e-mail addresses for the purpose of advertising, solicitation or sending unsolicited e-mail. In addition, you will not: (i) post or transmit on or through Healthchoice any libelous, obscene or otherwise unlawful information of any kind; (ii) interfere with, disable, modify, decompile, decode, or reverse engineer Healthchoice or the Selah LLC systems in any way; (iii) engage in any conduct involving Healthchoice that would constitute a criminal offense or give rise to civil liability under or violate any local, state, federal or other law or regulation; (iv) upload, post, reproduce or distribute to or through Healthchoice any material protected by copyright, privacy, confidentiality, law or otherwise, or any other proprietary right without first obtaining written permission from the owner thereof; or (v) access unauthorized areas of Selah LLC's systems.
(c) Reservation of Rights. All rights not expressly granted to you are reserved by Selah LLC and/or its licensors.
6. Warranty Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELAH LLC PROVIDES HEALTHCHOICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GRANTS NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELAH LLC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT THE SCREENING PROCEDURES OR STANDARDS ASSOCIATED WITH AGENTS-BROKERS ARE SUFFICIENT, OR THAT THE INFORMATION OBTAINED AND PROVIDED IS ACCURATE, TIMELY OR ERROR FREE.
You agree to indemnify and hold Selah LLC and its officers, directors, shareholders, investors, employees, agents and other affiliated entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of Healthchoice, or your breach of this Agreement.
8. Limitation of Liability.
IN NO EVENT WILL SELAH LLC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ARISING OUT OF THE USE OF OR INABILITY TO USE HEALTHCHOICE, LOSS OF DATA OR LOSS OF PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF SELAH LLC OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION ARISING OUT OF OR UNDER THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO LIABILITY.
9. Term and Termination.
(a) Term. This Agreement will remain in full force and effect while you use Healthchoice, and will continue in force thereafter unless terminated in accordance with the provisions hereof.
(b) Termination by You. Your only remedy with respect to any dissatisfaction with Healthchoice, this Agreement, any policy or practice of Selah LLC, or any content or information stored or transmitted through Healthchoice is to terminate your use of this website.
(c) Termination by Selah LLC. Selah LLC may terminate this Agreement, in its sole discretion, for any or no reason, at any time and without penalty by sending notice to the e-mail address you provide in your registration for Healthchoice, or such other address provided to Selah LLC. Selah LLC is not required to provide notice prior to terminating your account.
(d) Effect of Termination. All terms that by their nature survive termination of this Agreement shall be deemed to survive such termination, including provisions related to proprietary rights, indemnification and limitations of liability.
10. Third-Party Links.
Selah LLC may provide, or third parties may provide, links to other external websites or resources ("Linked Sites"). Because Selah LLC has no control over Linked Sites, Selah LLC is not responsible for the availability, content of functionality of such Linked Sites, including webcasting or any other form of transmission received from any Linked Site. Selah LLC does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such Linked Sites. Selah LLC provides these Linked Sites to you only as a convenience, and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, products or services available on or through any Linked Site.
Selah LLC does not represent or endorse the accuracy, completeness or reliability of any advice, opinion, statement or other information displayed or distributed through Healthchoice. You acknowledge that any reliance upon any such opinion, advice, statement, article or other information shall be at your sole discretion and risk. Selah LLC reserves the right, in its sole discretion, to correct any suspected errors or omissions in any portion of Healthchoice without notice or liability to Users.
12. Force Majeure.
You understand and agree that the operation and availability of the systems used for accessing and interacting with Healthchoice, including public telephone, computer networks and the Internet or to transmit information, whether or not supplied by you or Selah LLC, can be unpredictable and may, from time to time, interfere or prevent access to and/or use of Healthchoice. Selah LLC will not be liable to you for failure to perform an obligation under this Agreement, if said failure to perform is caused by circumstances beyond Selah LLC's commercial control, including telecommunication or network failures, strikes and labor problems, floods, fires, explosions, transportation or shipping problems, civil unrest, acts of third parties, acts of God, embargoes, government actions, natural disasters, wars and other events beyond the reasonable commercial control of Selah LLC.
13. General Provisions.
By accessing Healthchoice, you consent to have this Agreement provided to you in electronic form. Nothing in this Agreement is intended to, or shall, create any third-party beneficiaries, whether intended or incidental. Article and Section headings are provided for convenience only and are not to be used to construe or interpret this Agreement. Whenever the words "include" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." This Agreement will inure to the benefit of Selah LLC's successors, assigns and licensees. The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby. Further, in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. This Agreement shall be subject to and governed by the laws of the State of Minnesota, without regard to its conflicts of law principles. Any legal proceeding shall be commenced only in the courts located in the State of Minnesota, and both parties consent to the personal jurisdiction of Minnesota courts and agree that such jurisdiction shall be exclusive. Selah LLC reserves the right, in its sole discretion, to change, modify, add or remove any portion of the terms of this Agreement. Notification of changes to such terms may or may not be posted on Healthchoice. The failure of Selah LLC to insist upon the strict performance of any of the provisions of this Agreement or the failure of Selah LLC to exercise any right or remedy hereby reserved shall not be construed as a waiver of any such provisions, rights or remedies, or as a waiver of any subsequent breach thereof. Selah LLC shall be entitled to reasonable attorneys' fees and all costs of proceedings incurred in enforcing this Agreement. This Agreement constitutes the exclusive and entire agreement between the Parties with respect to its subject matter and as of its date supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral, relating to its subject matter.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT WHEN SUBMITTING A QUOTE REQUEST.