MEMBER ACCESS ONLINE - END-USER LICENSE AGREEMENT (“EULA”)
THIS MEMBER PORTAL DOES NOT PROVIDE MEDICAL ADVICE
IMPORTANT: This EULA is a legal agreement between you and Fidelis Care ("Fidelis", "we", "our", or "us"). The Member Portal is controlled and operated by Fidelis or its designated representatives as a service to its members (“members", “you" or "your"). By using this Member Portal, you acknowledge that you have read, understood, and agree to be bound by these terms and comply with all applicable laws and regulations. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE REFRAIN FROM USING THIS MEMBER PORTAL. FIDELIS RESERVES ITS RIGHT TO TERMINATE YOUR ACCESS TO THIS MEMBER PORTAL AT ITS SOLE DISCRETION.
Limited Rights of Use: The material provided on this Member Portal is protected by law, including, without limitation, United States copyright and trademark law, state laws, and international treaties. The copyright in all material provided on this Member Portal is held by Fidelis, by the publisher, controller of the copyright, or by the original creator of the material. Unless expressly granted permission in this agreement, in the pages of the Member Portal, or by our or the copyright holder's advance written permission, you may not copy, reproduce, distribute, republish, download, display, post, or transmit any of the material in the Member Portal in any form or by any means. You also may not "mirror" any material contained on the Member Portal on any other server without advance written permission. “Mirror” is defined as content copied from the Member Portal hosted on any other site. Any automated access to the Member Portal is also prohibited without our prior consent and will be grounds for immediate access termination. Any unauthorized use of material contained on the Member Portal may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications laws or regulations. Fidelis authorizes you to view or download the materials on the Member Portal for personal use only. If you do not abide by this limited non exclusive EULA, the limited permission that we grant you will immediately terminate. You must then immediately destroy any copies (electronic or print) of material from the Member Portal. All other provisions of this EULA shall survive such a termination.
DISCLAIMER OF WARRANTY
THE MATERIALS ON THIS MEMBER PORTAL ARE PROVIDED "AS IS", "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, FIDELIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. FIDELIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE MATERIALS ON THIS MEMBER PORTAL OR ANY FIDELIS PORTALS LINKED TO THIS MEMBER PORTAL.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL FIDELIS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS MEMBER PORTAL, EVEN IF FIDELIS OR A FIDELIS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION AND SERVICES ON THIS MEMBER PORTAL MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. YOU ASSUME THE COSTS IF YOUR USE OF MATERIALS FROM THIS MEMBER PORTAL RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND FIDELIS. FIDELIS WOULD NOT PROVIDE THIS MEMBER PORTAL AND THE INFORMATION MATERIALS CONTAINED IN IT WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE MEMBER PORTAL SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. MOREVER, NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THESE MATERIALS.
Changes to the Member Portal
Although Fidelis makes no commitment to update any materials on the Member Portal, Fidelis may at any time revise this EULA by updating this posting. By using this Member Portal, you agree to be bound by any such revisions. You should periodically visit this page to determine the current terms and conditions to which you are bound. Your continued usage of the Fidelis Member Portal will mean that you accept those changes.
Linking
You should be aware that when you are on the Member Portal, you could be directed to other portals that are beyond our control. There may also be links to other portals from the Member Portal that take you outside our service. We don't always review those portals and we take no responsibility and assume no liability for any content in such portals, or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity contained therein. You shall not upload to, distribute through, or otherwise publish through the Member Portal any content that is defamatory, libelous, slanderous, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, that would constitute or encourage a criminal offense or violate the rights of anyone, or that would otherwise give rise to liability or violate any law. You may not link to the Member Portal from any other portal without advance written permission, which may be requested by contacting the Chief Information Officer; Fidelis Care; 25-01 Jackson Ave; Long Island City, NY 11101-5095. You may not display any portion of this Member Portal (or any of the content found on this Member Portal via in-line links) in frames without written permission, which may be requested by contacting the Chief Information Officer; Fidelis Care; 25-01 Jackson Ave; Long Island City, NY 11101-5095.
User Administration
Only authorized users may access this Member Portal. Each Member is responsible for safekeeping their own password. Fidelis is not liable for any access by an unauthorized user via utilization of another member’s password. As a Member, you take full responsibility for all access to the Member Portal via your issued password. This means that you, as the Member are responsible for any illegal use of the Member Portal originating from your account.
Trademarks
The trademarks, service marks, and logos (the "trademarks") used and displayed on the Member Portal are the trademarks of Fidelis and others by whom Fidelis has been authorized to use and display their marks and logos. Nothing on the Member Portal should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Member Portal, without the advance written permission of the trademark owner. Please be aware that Fidelis aggressively enforces its intellectual property rights to the fullest extent of the law. The trademarks, service marks and logos displayed on the Member Portal, including others' and ours, may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Member Portal, without advance written permission. Fidelis prohibits use of any Fidelis logo as a hypertext link to any other portal unless we approve the establishment of such link by advance written permission.
Indemnifications
You agree to indemnify, defend, and hold Fidelis and its officers, directors, owners, agents, and licensors (collectively, the "Fidelis Parties") harmless from and against any and all claims, liability, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees) incurred by any Fidelis Party in connection with any use or alleged use of the Member Portal by you. Fidelis reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
Children
We are committed to protecting the privacy of children. You should know that this Member Portal is not intended or designed to be used by children under age 18. If a child is a member of Fidelis, his/her designated parent will have the opportunity to create a username and separate password for each child under their supervision.
Governing Law
This Agreement shall be treated as though it were executed and performed in New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict or choice of law principles). Any cause of action by you with respect to the Member Portal or any Member Portal content or Member Portal services must be instituted within six (6) months after the cause of action arose or shall be forever waived and barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All actions shall be brought in the appropriate state or federal court located in New York. You expressly submit to the exclusive jurisdiction of such courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law, the remaining portions shall remain in full force and effect, and a court of competent jurisdiction shall have the right to reform the invalid or unlawful portions of this Agreement to make them valid and enforceable. To the extent that anything in or associated with the Member Portal is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. This Agreement constitutes the entire agreement between Fidelis and you as a user of the Member Portal, and supersedes all prior or contemporaneous agreements with respect to the Member Portal. We reserve to ourselves all rights not expressly granted to you in this Agreement and the Privacy Policy. This Agreement shall inure to the benefit of and bind Fidelis' agents, licensors, licensees, successors, and assigns and you and your agents, heirs, successors, assigns, estate, and legal representatives.
Security
We take very seriously the integrity of the information and systems that we maintain. Therefore, we have instituted security measures for all information systems under our control. These security measures are designed to identify attempts to tamper with this Member Portal. Information collected through these security measures may be used in connection with a criminal prosecution or other legal proceeding. We cannot guarantee that the security of this Member Portal will not be breached despite our best efforts, however, because very often a determined individual is able to circumvent even the very best security measures. We reserve the right to set technical environmental settings at our sole discretion in order to ensure the security of this Member Portal.
A Word of Thanks
We appreciate your taking the time to read these Terms and Conditions of Use, as well as your willingness to abide by them. Thank you for accessing the Member Portal; we hope you will do so often. If you have any question concerning use of the Member Portal or would like more information relating to any material posted on the Member Portal, please do not hesitate to utilize the Feedback link at the top right hand corner of the Member Portal or contact the Chief Information Officer; Fidelis Care; 25-01 Jackson Ave; Long Island City, NY 11101-5095.