THESE TERMS OF USE GOVERN THE ACCESS AND USE OF OUR WEBSITE AND SHOULD BE CAREFULLY READ.

BY ACCESSING OR USING OUR WEBSITE, THE USER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS OF USE AS THEY MAY FROM TIME TO TIME BE MODIFIED BY CBDI, INC.

WEBSITE USER’S LICENSE AGREEMENT AND TERMS OF USE AND SERVICE

The following is a legal agreement between CBDI, Inc., (also referred to as "CBDI") the creators and providers of this Website, and you, the "Registered User" (also referred to as "you" or "your") who utilizes the information provided on this Website. 


1.         REGISTERED USER'S WARRANTY:  By registering with CBDI for use of this Website, and thereafter by utilizing this Website, you are deemed to have read, understood, and agreed to the terms and conditions of this Agreement. 


2.         REQUIREMENTS TO BECOME A REGISTERED USER:  Only a "Registered User" may use this Website.  Registration is subject to pre-approval by CBDI and is strictly limited to insurance brokers, CBDI-related trade associations, CBDI's billing clients and their respective employees.  The License provided to a Registered User grants access only to information that CBDI deems relevant and material to the particular Registered User, in the sole discretion of CBDI.  CBDI reserves the right to refuse registration to anyone who applies to be a Registered User, in its sole discretion.

To become a Registered User, you must first receive approval from CBDI, which will provide you with a "User Name" and a "Password."  You are responsible for maintaining the confidentiality of your password. You are responsible for all uses of your registration, whether or not authorized by you. You agree to notify CBDI immediately of any unauthorized use of your registration or password. 

By your acceptance of this Agreement and use of this Website, and as a material condition of such use, you warrant the accuracy of the information that you provided to CBDI and upon which it gave approval for you to be a Registered User. 


3.         CONDITIONS FOR ACCESS:  Your access to and use of this Website is subject to all applicable laws and regulations, and to the terms, conditions and disclaimers set forth in this Agreement.  CBDI may change the terms, conditions and disclaimers from time to time, without notice.  This Agreement shall automatically renew itself each time you login, under the terms and conditions of this Agreement as then in effect.  Your ability (or inability) to access this Website does not constitute confirmation (or denial) that you have insurance coverage.


4.         LICENSE AND TERMINATION:  You are hereby granted a license to utilize this Website to access the data for which you have registered.  Access to this Website is licensed to you, not sold. This license immediately terminates upon your breach of this Agreement which includes, but is not limited to, a violation of the Acceptable Use Policy set forth below.  In addition, CBDI may terminate the license immediately at any time, at will and for the convenience of CBDI.  Access to this Website does not create a professional services relationship or any other relationship with CBDI.  Use of any password-protected area of this Website is restricted to the Registered User, and you may not rent, lend, sub-license, or transfer to anyone your rights as a Registered User.  Your User Name and Password may not be distributed to others, and you are responsible for any and all damages resulting from the distribution of your User Name and/or Password.  You may access this Website and retrieve only that Content as to which you are a Registered User.  You may copy and store this Content on your own computer, and print copies for noncommercial, human resource and/or personal purposes only. 

Upon termination of this Agreement, for any reason, the sections on Intellectual Property, Limitation of Liability and Use, Indemnification and Choice of Law shall survive such termination.


5.         ACCEPTABLE USE POLICY:  You are solely responsible for any and all acts and omissions that occur during or relating to your use of this Website, and you agree not to engage in unacceptable use of this Website, which includes, without limitation, use of this Website to:

(a)                Disseminate or transmit "spam," unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities or other unsolicited commercial communication;

(b)               Disseminate or transmit material that to a reasonable person may be abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening or malicious, or any Content that is unlawful, is intended to be used for any unlawful purpose, is false or misleading, or that actually or potentially infringes the copyright, trademark, patent, trade secret or other right of any person, including CBDI;

(c)                Create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication;

(d)               Interfere, disrupt, or attempt to gain unauthorized access to other profiles or accounts on this Website or any other computer network;

(e)                Print out or otherwise copy or use any personally identifiable information about other users;

(f)                 Disseminate or transmit viruses, Trojan horses, worms, defects, date bombs, time bombs or other items of a destructive nature or any other malicious code or program;

(g)                Express or imply that any statements you make are endorsed by CBDI;

(h)                Restrict or inhibit any other Registered User from using this Website, including, without limitation, by means of "hacking" or defacing any portion of this Website;

(i)                  Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of this Website;

(j)                 Remove any copyright, trademark or other proprietary rights notices contained in this Website;

(k)               "Frame" or "mirror" any part of this Website; and/or

(l)                  Engage in any other activity deemed by CBDI to be in conflict with the spirit or intent of this Agreement.


6.         ACCESS AND MONITORING:  All Content that comprises this Website resides on a computer operated by CBDI or its representative.  Access to this Website is monitored.  Anyone accessing this Website consents to monitoring of this access and use by system or security personnel.  The requesting URLs, the machine originating the request, and the time of the request are logged for access statistics and security purposes.  Use of this Website constitutes consent to such monitoring.


7.         INTELLECTUAL PROPERTY; COPYRIGHT:  The technology and processes used on this Website are intellectual property rights owned by CBDI, and are protected by local, national and international law.  You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on this Website, nor may you permit others to do so.  Except for the limited license granted above, nothing contained herein shall be construed as conferring to you in any manner, any license, title, or ownership of or to any intellectual property right of CBDI.  Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, or other intellectual property right of CBDI or any third party, except as expressly granted herein.

This Website may display graphics, icons, trademarks, servicemarks and patents that are the intellectual property of others.  This display does not constitutes a waiver of their intellectual property rights.

The display of trademarks within this Website does not grant you a license of any kind. Any downloading of material contained in the site, or of any site linked to the site, may be a violation of federal trademark and copyright laws. Any downloading of Contents of this Website or any Website linked to this Website may be a violation of federal and other trademark laws and federal copyright laws.


8.         LINKS DO NOT CONSTITUTE ENDORSEMENT:  The inclusion on this Website of any link to another Website, or any reference to any product or service by trade name, trademark, manufacturer, or otherwise, does not constitute or imply an endorsement or recommendation by CBDI .  Certain links on this Website lead to resources located on servers that are neither maintained nor controlled by CBDI, and CBDI is not responsible for the contents of any linked Website or for the availability of access to such Website.


9.         REPRESENTATIONS OF CBDI:  CBDI makes the following representations:

(a)                Information added or changed on this Website is batched (i.e., not done instantaneously) and, therefore, will not appear immediately after entering and CBDI is not responsible for delay arising from this process. 

(b)               CBDI takes reasonable efforts to ensure the accuracy and integrity of all information provided on this Website; however, CBDI is not responsible for misprints, out-of-date information, or errors. 

(c)                The possibility exists that unauthorized additions, deletions, and alterations could be made by third parties.  Although CBDI tries to ensure the integrity and the accurateness of the server materials, it makes no guarantees about their correctness or accuracy.  CBDI has worked to ensure the accuracy of the information it provides through its products and services, including through this Website; however, this information frequently relies on data obtained from many sources, however, and CBDI cannot guarantee the accuracy of the information provided or any analysis based thereon. 

(d)               The Internet and other various networking communications are not secure. CBDI has designed this Website using industry-standard security measures to protect the privacy and integrity of its Members personal and confidential data. 

(e)                CBDI performs backups of the Website data daily. CBDI makes every effort to insure that these backups are valid; however, CBDI assumes no liability for any information lost in the event a hardware or system failure occurs.

(f)                 The tools provided to Registered Users on this Website are subject to change, modification or removal, in the sole discretion of CBDI.


10.       NO WARRANTIES; LIMITATIONS OF LIABILITY:

THE CONTENT AND DATA PROVIDED BY THIS WEBSITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  IN PARTICULAR, CBDI DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CBDI DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE. NO ADVICE, OPINION OR OTHER INFORMATION OBTAINED THROUGH THIS WEBSITE OR FROM CBDI, ORALLY OR IN ANY MEDIA, SHALL CREATE ANY WARRANTY FROM CBDI NOT EXPRESSLY STATED IN THIS AGREEMENT.

            CBDI WILL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES THAT MAY RESULT FROM THE USE OF THE MATERIALS ON THIS WEBSITE.  CBDI WILL HAVE NO LIAGILITY FOR LOST PROFITS OR COSTS OR ATTORNEY'S FEES, UNDER ANY LEGAL THEORY INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, REGARDLESS OF WHETHER CBDI WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. CBDI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED ON THIS WEB SITE.


11.       SEVERABILITY If any provision or portion of these Terms of Service is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and will remain in effect, to the fullest degree consistent with the intent of this document.


12.       INDEMNIFICATION, LITIGATION, ATTORNEYS FEES AND CHOICE OF LAW:  You agree to indemnify, defend and hold CBDI, its affiliates, licensors, suppliers, advertisers and sponsors, and its and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this agreement, including any violation of these Terms of Service; (b) any allegation that any Content or other materials you submit to CBDI or transmit to this Website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with this Website.

            If you attempt to bring any legal action against CBDI based in any way on this Website, you agree that, in the event you do not prevail or CBDI does prevail, you will reimburse CBDI for any costs and attorneys fees associated with their defense of the action.   The use of this Website and any claim or dispute relating to this Website shall be governed by the laws of the State of New Jersey, without regard to its conflicts of law principles. Exclusive venue for any claim shall be in the state and federal courts located in New Jersey. 


13.       JURISDICTION AND GOVERNING LAW:  This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Service or your use of the Service shall be filed only in the state or federal courts located in the State of New Jersey, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.