Terms of Service

 

We Encourage You to Take Advantage of the Content and Products, Tools, and Services Available on www.codesixfour.com (the “Website”).  Please Read the Policies, Terms and Conditions Set Forth Below, Which Constitute the Terms of Use Agreed to Between You and Code Sixfour (the “Terms Of Use”) and Which Are in Consideration for Your Access to the Website and as Partial Consideration for Your Purchase of any Products, Tools, or Services from Code Sixfour.  Please Read the Terms of Use Carefully Before Using the Website.  By Continuing to Use the Website, You (the “User”) Agree to Be Bound By These Terms of Use.

As used herein, “Products/Services” is defined as any subscription products, tools or services available from Code SixFour, including, without limitation, the Content (as defined below).  If you have not yet purchased Products/Services from Code SixFour or are not already a Code SixFour client, we encourage you to contact us to learn more about the benefits and value that Code SixFour can provide.

Copyright:

Copyright © 2013 Code SixFour, LLC.

Code SixFour, LLC (“Code SixFour”) (and its licensors) own(s) this Website and all information and materials or available thereon, including but not limited to all text included or provided on the Website (or any of its pages), any graphics used on the Website, and the design and arrangement of the Website.  ALL RIGHTS RESERVED.  You may not use any of the materials or content on this Website for any purpose not expressly provided for herein without the prior written consent of Code SixFour.

Code SixFour is, and shall be, the sole and exclusive owner, and is the sole author for all purposes (including under the copyright
laws of the United States), in perpetuity (but in any event for not less than the period of copyright and any renewals and extensions thereof) and throughout the universe, of all of the following from the moment of their creation, at every stage of their development, production, or completion:

All right, title and interest in and to the Website and any material created by Code SixFour that is displayed or made available on or through the Website, and the material upon which it is based, including, but not limited to, the copyright in and to any
written, photographic or video content displayed on or through the Website (the “Content”).

Code SixFour grants to User the non-transferable right to access and use the Website, so long as such access and use is for the User’s internal information purposes, and so long as User does not alter, copy, disseminate, redistribute or republish any content or feature of this Website.  Neither you nor your organization may use any Content or any excerpt from any Content to promote your or your organizations’ products or services. Citation to the Content is prohibited except in compliance with Code SixFour’s usage / citation requirements (which are set forth below).

User acknowledges that access to and use of this Website is subject to these Terms of Service and any expanded access or use must be approved in advance in writing by Code SixFour.  Any distribution, exhibition, modification, republication, communication, exploitation,
broadcast, transmission, sale, or licensing with respect to the Products / Services in any and all media, whether now or hereafter known is strictly prohibited without the prior written consent of Code SixFour.

Nothing contained in the Terms of Use shall confer upon a User any right, title, or interest in, or license to any software, written materials or intellectual property owned by Code SixFour or included on the Website, except for the limited rights expressly provided for above.

“Code SixFour” is a service mark of Code SixFour, and its affiliates and is protected by inclusion herein.

Disclaimer of Warranties (As Is):

Code SixFour Is Providing the Content on an “As Is” Basis and Makes No Representations or Warranties of Any Kind With Respect to the Content.  Code SixFour Expressly Disclaims All Such Representations and Warranties, Including But Not Necessarily Limited to Warranties of Title, Implied Warranties of Merchantability, Fitness for a Particular Purpose, or Non-Infringement.

By Accessing The Website, You Acknowledge that the Provision of Content and Products/Services Potentially May Involve or Result in Inadvertent Errors, Delays, Losses, Or Mechanical Malfunctions, Including The Potential For Loss Of Data or Damage to Media.

Although Code SixFour takes reasonable steps to screen this Website for infection by viruses, worms, Trojan horses or other code manifesting contaminating or destructive properties, Code SixFour cannot guarantee that it will be free of infection or that it will be available at any particular time or location.

Data Privacy and Security; Confidential Information

“Confidential Information” shall mean all proprietary information that you are likely to disclose to us in the course of the provision of the Products/Services, and other information which is marked or designated as confidential or proprietary at or prior to disclosure, whether written or oral, or which would appear to a reasonably prudent person to be confidential and/or proprietary in nature. Confidential Information includes, but is not limited to, Service Data, client names, client employee records, information technology, marketing, production, management or other information relevant to the operation, sales and business success of your business. We will not disclose such Confidential Information to any person other than in connection with the provision of the Services or as otherwise provided for in this Master Services Agreement. This restriction does not apply to information that (i) we must disclose by law or legal process, (ii) is either already in the public domain or enters the public domain through no fault of Code SixFour, (iii) is available to us from a third party who, to our knowledge, is not under any non-disclosure obligation to you, or (iv) is independently developed by or for us without reference to any Confidential Information from you.

In managing Service Data, You and Code SixFour hereby agree that You shall be deemed to be the data controller and Code SixFour shall be deemed to be the data processor. Under no circumstances will Code SixFour be deemed a data controller with respect to Service Data under any relevant law or regulation.

Code SixFour will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Confidential Information. These safeguards include encryption of Service Data in transmission (using TLS or similar technologies), as well as full time staff dedicated to keeping your information secure and testing for vulnerabilities.

In addition to Confidential Information, we collect certain information about Authorized User(s) as well as their respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy, the then-current version of which is available at www.codesixfour.com/privacypolicy.aspx.

Notwithstanding the above, you agree that we will be entitled to disclose information, including Confidential Information, relating to the Products/Services to regulators having jurisdiction over our business. You also agree that we may include the identities of those persons who are identified by you as contact persons for you and information about these terms.

You hereby grant us a perpetual, non-exclusive, royalty-free license to copy, modify and use any information and data supplied by you or on your behalf so that we may create analytical trend data (in anonymous form) in order to improve the quality of our advice and service, for our clients.

We will not disclose any information in a manner that allows particular clients or individuals to be identified.

You agree that your name may appear in a list of participating organizations as a licensed entity of Code SixFour.

Our obligations within this section shall survive for a period of two (2) years from the date of termination of Schedule A, or for such longer period as is required by law, except that any trade secrets disclosed to us shall be maintained in confidence in perpetuity or until such time as they are no longer reasonably considered to be trade secrets by you.

Notwithstanding anything to the contrary,but subject to the terms and conditions of this Section, we may (i) retain copies of Confidential Information that is required to be retained by law or regulation, (ii) retain copies of our work product that contain Confidential Information for archival purposes or to defend our work product and (iii) in accordance with legal, disaster recovery and records retention requirements, store such copies and derivative works in an archival format (e.g. tape backups), which may not be returned or destroyed. We may retain your information in paper or imaged format and we may destroy paper copies if we retain digital images thereof.

Notwithstanding the foregoing, all Confidential Information (including Service Data) provided in tangible form, and any copies of it, shall be returned to you at your request. We will store Confidential Information (including Service Data) only for as long as we need it to provide you the Products/Services. If you cancel your account or service, we will delete this information within seven days of your cancellation.

Accuracy of Information:

While the Content and the information contained on this Website have been obtained from sources believed to be reliable, Code SixFour disclaims all warranties as to the accuracy, completeness or adequacy of such information.  User assumes sole responsibility for the use
it makes of this Website and the Products/Services to achieve his/her intended results.

Third Party Links:

This Website may contain links to other third party websites, which are provided as additional resources for the convenience of Users.  Code SixFour does not endorse, sponsor or accept any responsibility for these third party websites or their content.  User agrees to direct any concerns relating to these third party websites to the relevant website administrator.

No Legal or Accounting Advice:

None of the provision of Products/Services, your access to the Website, or your use of Products/Services shall constitute the provision of legal advice or services by Code SixFour.  The Website and any Products/Services are provided to you based on your agreement and understanding that Code SixFour is not engaged in providing legal, accounting, or other professional services to you.  User should seek and obtain the assistance of legal counsel or other appropriate experts when applying the law, rules, or regulations to a particular set of facts or circumstances.

Limitation of Liability:

In no event will Code SixFour be liable for: (a) damages of any kind, including without limitation, direct, incidental, special or consequential damages (including, but not limited to, damages for lost profits, business interruption and loss of programs or information) arising out of the use of, or inability to use, the Website, the Products/Services, or any information provided on the Website, or (b) any claim attributable to errors, omissions or other inaccuracies in the information provided on the Website or in connection with
the Products/Services.

None of Code SixFour or any of its officers, employees, affiliates or representatives, are liable for damages related to the use of the Content.  By agreeing to these Terms of Use you hereby agree that in no event will Code SixFour be liable for any indirect or
consequential damages in connection with the Website or any Products/Services.

Neither Code SixFour Nor Any Provider of Third Party Content or their Respective Agents Warrants that the Provision and
Operation of the Website and the Products/Services Will be Uninterrupted, Accurate, Reliable, or Error Free; Nor Does Code SixFour, Any Third Party Content Provider, or their Respective Agents Make Any Warranty as to the Results to be Obtained From Use of the Website or the Content.

Neither Code SixFour Nor Any Third Party Content Provider Warrants that Any Files Available for Downloading through the Website or the Products/Services Will Be Free of Viruses or Similar Contamination or Destructive Features.  User Expressly Agrees to Assume All Risks as to the Quality and Performance of the Website and the Products/Services and the Accuracy or Completeness of the Content.

The foregoing shall only apply to the greatest extent consistent with, and as permitted under, applicable law.

Prohibited Disclosure of Healthcare Information; Privacy Law Requirements:

The User may use the Website and its related Products / Services to process and analyze information that is protected by federal privacy laws.  The federal privacy laws include the Health Insurance Portability and Accountability Act and all rules and regulations promulgated thereunder, including the Privacy Rule and the Security Rule (collectively, “HIPAA”) and also include any applicable state or local laws (collectively “Applicable Laws”).  User may only use the Website and the Products / Services in a manner that is fully compliant with all Applicable Laws, including but not limited to HIPAA.  You are responsible to ensure that any use is consistent with all Applicable Laws.  You are prohibited from posting any information on the Website in violation of Applicable Laws, including but not limited to the posting of any information that constitutes “Protected Health Information” (as used herein, as defined under HIPAA).  Code SixFour intends that the Website, the Products / Services and the Content will not be used by a plan sponsor or other party in making employment-related actions or decisions and that you will not utilize any of the foregoing in any manner that can be identified with a specific individual.  You shall not receive, maintain, transmit or create Protected Health Information using any Code SixFour Website or any of the Products/Services.

Termination:

In accessing and using this Website, User agrees to comply with all Applicable Laws and agrees not to take any action that would compromise the security or viability of this Website.  The terms hereunder regarding Disclaimer of Warranty, Accuracy of Information,
Indemnification, and Third Party Rights shall survive any termination.

All Sales Are Final – No Refunds:

All sales of Products / Services are final.  There are no refunds. For users with annual contracts to access Code SixFour, if you opt to terminate the agreement after the start of the annual software licensing period, any remaining unpaid quarterly installments for software licensing will be due and payable immediately.

No Assignment or Transfer:

User may not transfer or assign any of its rights with respect to any Products/Services without the express prior written consent of Code SixFour, which Code SixFour may withhold in its sole and absolute discretion.

Indemnification:

User agrees to indemnify, defend and hold harmless Code SixFour, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of User’s use/misuse of this Website, the Products/Services, or any violation of the Terms of Use.

Third Party Rights:

The terms hereunder regarding Disclaimer of Warranty (As Is), Limitation of Liability and Indemnification are for the benefit of Code SixFour, and its licensors, employees and agents, each of whom shall be intended third party beneficiaries to these provisions of the Terms of Use and each of whom shall have the right to assert and enforce those terms against a User.

Usage / Citation Restrictions:

All Content is proprietary to Code SixFour and subject to copyright and other intellectual property protections.

Only the licensed individual specified in the license (or assigned to the password) may access and use the Website and the Products/Services.

Such individual may share the Content and the work product derived from the Products/Services with others within his or her Company or external client, so long as it for the purposes of the licensed individual daily work activity. User is prohibited to allow a non-licensed individual to use the Product/Services to conduct their work.  Full reproduction of Code SixFour Content is prohibited.  Any such internal or external references may only occur if the User has a fully paid license then in effect with respect to the applicable Products/Services.

User Obligations Regarding Passwords:

The User agrees to take all necessary steps and actions to ensure the confidentiality and appropriately authorized use of all passwords assigned or obtained by the User in connection with the Website or the Products/Services.  The User shall be responsible for any use or misuse of its username and/or password and agrees to promptly notify Code SixFour of any breach of password security or the unauthorized use or possession of your username and/or password.

Limitations on Use:

Products/Services consisting of downloadable software may not be reverse engineered unless specifically authorized by the owner of the software.  Subject to the restrictions set forth in these Terms of Use, you may post on the Website any content owned by you (such as your original data or information, feedback, and any other content for which you have the express right to take any such action or undertake such publication), and content, information or data in the public domain. You assume all risk and responsibility for determining whether any content that you post, publish or make available through the Website is in the public domain or whether you have the right to post or publish or take such action.

Rules Regarding Postings:

The User agrees not to post on the Website any content or communications which (b) contain viruses or other features designed to contaminate or interfere with the functioning of the Website, other users’ use of the Website, or other Users; (a) are libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (c) violate or infringe upon the property rights of others, including but not limited to any copyright, trademark, patent, trade secret or violates any right of privacy or publicity; or (d) otherwise violate
any Applicable Law, which includes, without limitation, the laws and regulations governing export control, unfair competition, antidiscrimination, or false advertising.  Expressly prohibited are the posting on the Website of any information, communications,
or links to any external internet sites that are obscene, pornographic, or otherwise inappropriate in the sole discretion of Code SixFour.

Copyright Infringement; Takedown Notice Procedure:

In the event any copyright owner asserts that its intellectual property rights have been infringed upon, then copyright owner may request that Code SixFour remove or disable the allegedly infringing content or information by provide notice to the service provider of the purported infringement or violation which must include the following information (the notice and all required information are collectively referred to herein as a “Takedown Notice”):

* The name, address, and electronic signature of the complaining party.

*A description of the allegedly infringing materials and the reference or link to the infringing materials showing their location on the Website.

* Sufficient information to identify the copyrighted works.

* A statement by the copyright owner that it has a good faith belief that there is no legal basis for the use of the materials complained of.

* A statement by the copyright owner as to the accuracy of its notice and, under penalty of perjury, that the complaining party is authorized to act on the behalf of the owner (if applicable).

The Takedown Notice (and all related information) must be sent to the following:

If by electronic mail, to: Support@codesixfour.com

If by regular mail or courier:

Code SixFour Legal
c/o Ginsberg Jacobs, LLC
300 S. Wacker, Suite 2750
Chicago,
Illinois  60606

Removal of Infringing Content:

If Code SixFour receives a valid and complete Takedown Notice, Code SixFour will promptly remove or disable access to the allegedly infringing content  in accordance with, and subject to, Section 512 of the Digital Millennium Copyright Act, and reserves the
right to terminate the account(s) of, and take steps to prevent access by, any repeat infringers as and when deemed appropriate in the sole discretion of Code SixFour.

Counter-Notice and Put Back Procedures:

In order to ensure that copyright owners do not wrongly insist on the removal of materials that actually do not infringe their copyrights, Code SixFour will notify the User if the User’s materials have been removed and to provide them with an opportunity to send a written notice to Code SixFour stating that the material has been wrongly removed and must include the information specified below.  If a User provides a proper “counter-notice” claiming that the material does not infringe copyrights, Code SixFour will then promptly notify the claiming party of the User’s objection.  If the copyright owner does not bring a lawsuit in Federal District Court of the Northern District of
Illinois within 14 days following such notice to the claiming party, Code SixFour will restore the material to its location on the Website.

A proper Counter-Notice must contain the following information:

The User’s name, address, phone number and physical or electronic signature. Identification of the material and its location before removal. A statement under penalty of perjury that the material was removed by mistake or misidentification. User consent to the federal court jurisdiction in the Northern District of Illinois.

The Counter Notice (and all related information) must be sent to the following:

If by electronic mail, to: Support@codesixfour.com

If by regular mail or courier:

Code SixFour Legal
c/o Ginsberg Jacobs, LLC
300 S. Wacker, Suite 2750
Chicago, Illinois  60606

Use of Products / Services:

The Website and Products / Services may include security technology that limits your use of the Products / Services.  Whether or not the Website or Products/Services are limited by security technology, you shall use the Website and the applicable Products / Services
that you have purchased in compliance with these Terms of Use, and you agree that any other use of the Website or Products/Services may constitute a copyright infringement.  User agrees not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise
tamper with any of the technology related to the Website or Products / Services for any reason or to attempt or assist another person to do so. You shall not access or attempt to access an account or any of the Products/Services that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Website or the Products/Services.  Violations of system or network security may result in civil or criminal liability.

No Solicitation:

Each User agrees not to solicit customers or promote their products or services through any communications or postings on the Website.  Expressly prohibited are the posting of any links to external websites or contact information for any other products, services, companies or individuals.

Inconsistencies; Severability of Invalid Terms or Provisions:

Any provision in any written communication received by Code SixFour in connection with this Website which is inconsistent with, or adds to, these Terms of Service is void. If any term or provision herein (or any portion thereof) is determined by a court of competent jurisdiction to be invalid, all remaining terms will remain in full force and effect

Governing Law:

These Terms of Use and the resolution of any dispute arising hereunder shall all be governed and construed in accordance with the laws of the state of Illinois, without regard to its conflicts of law principles.  User hereby consents to the jurisdiction of the federal courts of the Northern District of the State of Illinois or the state courts in DuPage County, Illinois.

Entire Agreement:

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.  If any inconsistency exists between the terms of the Terms of Use and any additional terms and conditions posted on the Website, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the terms and conditions of the Terms of Use shall control.

Integration; Force Majeure:

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Code SixFour’s failure to enforce any right or provisions in these Terms of Use will not constitute a waiver of such or any other provision. Code SixFour will not be responsible for any failure to fulfill any of its obligations due to causes beyond its control.

LAST UPDATED OCTOBER 3, 2013.

Code SixFour, LLC
111 W Illinois St
5th Floor
Chicago, IL  60654
Toll Free: 888.854.4368

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