Asparity Decision Solutions ("Asparity"), an ADP company, provides federal employees with access to a Web-based application, PlanSmartChoice (https://www.PlanSmartChoice.com),
that assists federal employees with health benefit decisions (the "Service").
be modified by Asparity from time to time at our sole discretion. All modifications will be posted on https://www.PlanSmartChoice.com (our "Web site") and such modifications will
become effective immediately upon the posting thereof. It is your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications.
We strongly recommend that, as You read this Agreement, You also access and read the linked information. By accepting this Agreement, You also agree that Your use of some
Asparity-affiliated Web sites or Web sites we operate may be governed by separate agreements and privacy policies. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE
THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. REGISTRATION INFORMATION
As a condition of Your use of the Service, You agree to (a) provide Asparity with true, accurate, current and complete information as prompted by the Asparity's
registration forms, when registering for or using the Service and (b) update and maintain the truthfulness, accuracy and completeness of such information. We may use
techniques to identify our users when they register or access the Web site for the Service. Verification of identity is only an indication of increased likelihood that
a User's identity is correct. You authorize Asparity, directly or through third parties, to make any inquiries we consider necessary or appropriate to validate Your
identity. However, because user verification on the Internet is difficult, Asparity cannot and does not guarantee any user's identity.
2. MINIMUM AGE
If You are under the age of eighteen (18), You are prohibited from using or registering for the Service.
4. ACCOUNT SECURITY
To use PlanSmartChoice you must create a user name and password. Your user name and password may only be used by You. You are solely responsible for maintaining and
protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.
5. LIMITED LICENSE TO WEB SITE
By agreeing to the terms and conditions of this Agreement, Asparity grants You a limited license to access the Web site (including Your Asparity Site) and the
Service for You to assist You with health benefit decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit
or otherwise exploit for any commercial, educational (or any other non-personal) purpose the any content on the Web site, without the express written consent of Asparity.
Although Asparity does not claim ownership of any of the communications, information, data, text or other materials (collectively, the "Content") You give us, by
providing Content for the Web site, You automatically grant, and You represent and warrant that You have the right to grant, to Asparity an irrevocable, perpetual,
non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of,
or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing for the purpose of providing the
Service to You. Additionally, Asparity may, for any purpose, use and distribute to third parties data included in the Content in an aggregated (i.e., not personally
All Content submitted by You to the Web site shall be complete, accurate and truthful in all respects.
7. PUBLICATION AND DISTRIBUTION OF CONTENT
Asparity does not guarantee the accuracy, integrity, quality or appropriateness of any Content (i) provided to Asparity by third parties such as Office of Personnel
Management (OPM) and/or (ii) collected by Asparity or third parties from materials generated by third parties such as Plan Brochures provided by the health plans
("Third Party Content"). You understand that all Third Party Content posted on, transmitted through or linked through the Service, are the sole responsibility of
the person from whom such Content originated. You understand that Asparity does not control, and is not responsible for Third Party Content made available through the
Service, and that by using the Service, You may be exposed to Content that is inaccurate or misleading. You agree that You must evaluate and make Your own judgment, and
bear all risks associated with, the use of any Third Party Content.
You agree that it is solely YOUR RESPONSIBILITY to evaluate the risks you bear associated with the use, accuracy, usefulness, completeness or appropriateness of
any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Asparity be liable in any way for any Content
or Third Party Content, including, but not limited to, any Content or Third Party Content that contains any errors, omissions or defamatory statements, or for any loss
or damage of any kind incurred as a result of the use of any Content or Third Party Content submitted, accessed, transmitted or otherwise conveyed via the Service. You
waive the right to bring or assert any claim against Asparity relating to Content or Third Party Content, and release Asparity from any and all liability for or relating
to any Content or Third Party Content.
Asparity does not endorse and is not responsible or liable for any products, goods or services available or unavailable from, or through, any third party referenced
on the Web site ("Providers"). You agree that should You use or rely on such products, goods or services, available or unavailable from, or through any Provider, Asparity
is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with,
or participation in promotions of any Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Provider
exclusively and do not involve Asparity. You should make whatever investigation or other resources that You deem necessary or appropriate before purchasing or agreeing to
purchase the goods of services of any Provider.
You agree that Asparity is not responsible for the accessibility or unavailability of any Provider or for Your interactions and dealings with them, waive the right
to bring or assert any claim against Asparity relating to any interactions or dealings with any Provider, and release Asparity from any and all liability for or relating
to any interactions or dealings with Providers.
The contents of the Web site, such as text, graphics, images, information obtained from Asparity's business partners, and other material contained on the PlanSmartChoice Web site
("Web site Content") are for informational purposes only. The Web site Content is not intended to be a substitute for the advice of a properly trained and experienced
professional. Always seek the advice of the applicable professional with any questions.
10. YOUR CONDUCT
In connection with Your use of the Service, You represent, warrant and covenant that You:
- are above the age of eighteen (18);
- will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
- will not submit any Content that may be considered by Asparity to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive,
harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
- will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including
misrepresenting a relationship with Asparity, or otherwise attempt to mislead others as to the identity of the sender or the origin of the Content;
- will not submit Content that is encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines
that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Web site;
- will not access, download or copy any information contained on our Web site through artificial means (including but not limited to spiders, hacking devices,
computer programs, bots or other such means);
- will not post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;
- will not use the Service in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that
may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
- will not use the Service in any way that could interfere with the rights of Asparity or the rights of other users of the Service;
- have sufficient rights in and to all Content that You provide, transmit or otherwise convey to Asparity in connection with the Service;
- agree not to resell or assign Your rights or obligations under this Agreement;
- will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational or other purposes not related to Your use of
the site to assist in make health benefit decisions, the Web site (and any and all of the content therein), without the express written consent of Asparity, which consent
may be withheld by Asparity at our discretion.
Asparity retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement.
Asparity may suspend, restrict or terminate Your use of the Service and refuse any future use of all or portions of the Service if Your use breaches or fails to comply
with any of the terms and conditions of this Agreement. Additionally, Asparity may seek any and all other remedies available to it, including (a) seeking injunctive relief
with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are
ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
Asparity may immediately terminate this Agreement, Your account and Your access to the Service at any time in its discretion.
Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, deletion of all related information
and files, may include the deletion of the Content associated with Your account (or any part thereof), and barring Your further use of the Service.
12. MODIFICATION OF TERMS AND CONDITIONS
Asparity will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted
on the Web site. Asparity will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms
and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement.
If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.
13. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
Asparity reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to You and we shall not be liable to You
for any such modification, suspension or discontinuance of the Service. You agree that Asparity will not be liable to You or to any third party for any such limitation,
modification, change, suspension or discontinuance of the Service. You agree that Asparity may establish general practices, policies and limits, which may or may not be
published, concerning the use of the Service. You agree that Asparity has no responsibility or liability for the deletion or failure to store any Content maintained or
transmitted by or through the Service. You agree that Asparity has the right to change these general practices and limits at any time, in its sole discretion, with or
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Asparity is not responsible
for any delays, failures or other damage resulting from such problems.
15. USER FEEDBACK
Asparity appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Please be advised, however, that our policy
does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value Your
feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request,
You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the "Submissions"), such Submissions will be the property of Asparity.
In addition, none of the Submissions will be subject to any obligations of confidentiality and Asparity will not be liable for any future use or disclosure of such
16. COPYRIGHT MATERIALS
You acknowledge and agree that all Content and other information on the Web site, including, but not limited to, all text, graphics, logos, icons, images, audio clips,
downloads, data compilations and software (collectively, the "Copyright Materials") are the property of Asparity, and such Copyright Materials are the exclusive property
of Asparity and are protected by all United States and international copyright laws.
17. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT ASPARITY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE
TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. ASPARITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL
MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL
BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR ASPARITY COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED.
YOU AGREE THAT USE OF THE SERVICE AND THE WEB SITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions,
some of the foregoing disclaimers may not apply to You as they relate to implied warranties.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ASPARITY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (EVEN IF ASPARITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE;
(B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) ANY OTHER MATTER RELATING TO THE SERVICE; (F)
ANY FAILURE OF ASPARITY TO PROVIDE THE SERVICE TO YOU OR (G) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS).
THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the
foregoing limitations may not apply to You.
IN ANY AND ALL EVENTS, TO THE EXTENT ASPARITY IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, ASPARITY'S LIABILITY FOR DAMAGES
WILL NOT EXCEED $100.00.
You agree to indemnify, defend and hold harmless Asparity, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers
and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising
from: (a) any violation of this Agreement by You; (b) the Content or other information provided by You to Asparity or that You submit, transmit or otherwise make available
through the Service; (c) Your use of the Service; or (d) any violation of any rights of another or harm You may have caused to another. Asparity will have sole control of the
defense of any such damage or claim.
You agree that Asparity may communicate any notices to You under this Agreement, through email, regular mail or posting the notices on the Web site. All notices to
Asparity will be provided by either sending: (i) an email to us using the "Contact Us" link on the https://www.PlanSmartChoice.com site, (ii) sending an email to
plansmartchoice (~at~) support (~dot~) asparity (~dot~) com or (iii) a letter, first class certified mail, to Asparity Decision Solutions, 115 Market Street, Suite 400,
Durham, NC 27701, Attention: PlanSmartChoice Program Coordinator. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2)
business days after being sent.
21. ENTIRE AGREEMENT
This Agreement governs Your use of the Service and constitutes the entire agreement between You and Asparity. It supersedes any prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between You and Asparity regarding the subject matter contained in this Agreement. Additional terms and conditions may
exist between You and third parties, including but not limited to, Providers and others. You represent and warrant that those third party agreements do not interfere with
Your obligations and duties to Asparity under this Agreement.
22. GOVERNING LAW
This Agreement and the relationship between You and Asparity will be governed by the laws of the State of North Carolina, notwithstanding the choice of law provisions
of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction
of the state or federal courts located in Raleigh, North Carolina and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim
brought in such court, except that Asparity may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can
be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement
shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
23. PROVISIONS REMAINING IN EFFECT
In the event Your account with Asparity is terminated or lapses or You are no longer a user of Asparity, certain provisions of this Agreement will continue to
remain in effect, including Section 6, and 15-24.
This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void
and unenforceable. It will not be considered a waiver of Asparity's rights if Asparity fails to enforce any of the terms or conditions of this Agreement against You.
In the event a court finds a provision in this Agreement to not be valid, You and Asparity agree that such court should incorporate a similar provision that would be
considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between You and
Asparity as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary
of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.