Beneration, LLC (“Beneration”) reserves to itself the right to change the TOSLA, in its discretion, at any time and from time to time. Any changes shall be effective immediately upon posting. Each time you login to this Website, you are deemed to accept and agree to the TOSLA as then stated. If you have questions about use of the Website, or the meaning of any of these TOSLA, please write to info@Beneration.com
1. LICENSE AGREEMENT: In consideration of your actions and agreements set forth below, Beneration hereby provides you with a non-exclusive, limited license, to use this Website solely in connection with the performance and delivery of services pursuant to the CONSOLIDATED BILLING SERVICES CONTRACT. This license entitles you to have access to this Website and to use the sample and actual forms, checklists, business documents and information (collectively, "Information") and the functionalities (the "Tools") provided by or through the Website.
2. INTELLECTUAL PROPERTY: The Information and Tools, and the technology, programming and processes used on this Website, are copyrighted by Beneration, under
2.1 No Rights Conferred: Except for the limited license granted above, , nothing contained herein shall be construed as conferring upon you, by implication, estoppel, or otherwise, any license or right with respect to any patent, copyright, trademark, or other intellectual property right of Beneration or any third party.
2.2 No Waiver: This Website may display graphics, icons, trademarks, service marks and patents that are the intellectual property of others; however, this display does not constitute a waiver of their intellectual property rights.
3. 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 any "Unacceptable Use(s)" of this Website. It shall be an Unacceptable Use if you do any one or more of the following:
3.1 Use, intentionally or unintentionally any of the content, information, or services on this website in a manner contrary to or in violation of any applicable international, federal, state, or local law, rule, or regulation having the force of law, including, but not limited to, the CAN SPAM Act, HIPPA.
3.2 Utilize the Website in an unauthorized manner, or in a manner that violates any legal or regulatory proscription or duty, including, without limitation, violating Beneration's intellectual property or that of another.
3.3 Utilize the Website in a manner that is harmful to Beneration or any other person or entity.
3.4 Utilize any information obtained through your use of this Website to violate another person's or entity's privacy rights.
3.5 Disseminate or transmit material that is, or to a reasonable person may be, abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening or malicious, or any material 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 Beneration.
3.6 Interfere with any other User’s use and enjoyment of this Website, or of any of the Information or Tools provided on this Website.
3.7 Use this Website in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Beneration’s computer systems, including, but not limited to, the servers, networks, and other components connected to or used for this Website.
3.8 Engage in "computer hacking" or otherwise revise, modify, reverse engineer or in any way alter the software or functionality of the Website and/or its underlying programs. This includes the use of any robot, spider, other automatic software or device, or manual process to monitor or copy our website or the content, information, or services on this Website.
3.9 Utilize any device to enable the User to circumvent the structure of the Website and/or spam or flood the Website.
3.10 Forge headers or otherwise manipulate identifiers in order to disguise or alter the origin of any content transmitted through the services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page).
3.11 Use any framing techniques to enclose any portion of this Website (including, but not limited to, images, text, page layout, and form) without Beneration’s prior written consent.
3.12 Use any network monitoring or discovery software to determine the Website architecture, or extract information about usage, individual identities, or users.
3.13 Attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for this Website, through password mining, hacking, or any other means.
3.14 Seek to gain access to any Information through any means not intentionally made available by Beneration.
3.15 Collect any email addresses made available on this Website for purposes of promotions or marketing campaigns.
3.16 Distribute, on or through this website, any advertising, promotion, solicitation for goods, services, or funds, or solicitation for others to become members of any enterprise or organization without Beneration’s prior written permission.
3.17 Imply that any of User’s statements are endorsed by Beneration, or that User is otherwise associated with Beneration in any manner.
3.18 Transmit any non-public information about any person or entity without the proper authorization to do so.
3.19 Impersonate any other person and/or falsely state or otherwise misrepresent that he has an affiliation with any other person or entity, or otherwise mislead, deceive or defraud Beneration or any other party.
3.20 Disseminate or transmit "spam," unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities or other unsolicited commercial communication.
3.21 Create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication.
3.22 Print, or otherwise copy or use, any personally identifiable information about other Users.
3.23 Remove any copyright, trademark or other proprietary rights notices contained in this Website.
3.24 Engage in any other activity deemed by Beneration to be in conflict with the spirit or intent of this Agreement.
4. ACKNOWLEDGEMENTS AND ASSUMPTION OF RISK: The User acknowledges and agrees to the following:
4.1 Assumption Of Risk: The use of the Website, the Information and/or the Tools is at the User’s risk.
4.2 Access and Monitoring: Access to this Website is monitored by Beneration. 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.
4.4 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 Beneration. Certain links on this Website lead to resources located on servers that are neither maintained nor controlled by Beneration, and Beneration is not responsible for the contents of any linked Website or for the availability of access to such Website.
4.5 Delay in Displaying Information: Information added or changed on this Website is batched (i.e., not done instantaneously) and, therefore, shall not appear immediately after entering and Beneration is not responsible for delay arising from this process.
4.6 Information "As Is": Beneration takes reasonable efforts to ensure the accuracy and integrity of all information provided on this Website; however, Beneration is not responsible for misprints, out-of-date information, or errors.
4.7 Unauthorized Access: The possibility exists that unauthorized additions, deletions, and alterations could be made by third parties.
4.8 Third Party Information: Although Beneration tries to ensure the integrity and the accuracy of the information it provides through this Website, information frequently relies on data obtained from other sources and Beneration cannot guarantee the accuracy of the information thus obtained or any analysis based thereon.
4.9 Internet Risks: The Internet and other various networking communications are not secure. Beneration has designed this Website using industry-standard security measures to protect the confidentiality of the Information, data, but cannot guarantee security against hackers or others with malicious intent.
4.10 Backups: Beneration performs backups of the Website data daily. Beneration makes every effort to insure that these backups are valid; however, Beneration assumes no liability for any information lost in the event a hardware or system failure occurs.
4.11 Changes in Functionality: The Tools provided to Users are subject to change, modification or removal, in the sole discretion of Beneration; however, no such changes, modifications or removals shall impair the User’s access or use of materials uploaded by the User.
4.12 No Obligation to Update: Beneration makes no commitment to update the Information or Tools.
4.13 Documents Disclaimer: Beneration may make available through the Website or through other Web sites sample and actual forms, checklists, business documents and legal documents (collectively, "Documents"). THE DOCUMENTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH "ALL FAULTS," AND Beneration AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. State laws may require different or additional provisions in the Documents to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.
4.14 Use: The User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Website or the Information, or is uploaded by the User, is done at User’s own discretion and risk and that the User shall be solely responsible for any damage to User’s computer system or loss of data that results from the download or upload of such material and/or data.
4.15 Actions by Others: Beneration is not responsible for the conduct of other Users, whether online or offline.
5. NO WARRANTIES; LIMITATIONS OF LIABILITY:
5.1 No Warranty: THE INFORMATION, TOOLS AND DATA PROVIDED ON AND THROUGH THE WEB PORTAL ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, Beneration DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Beneration DISCLAIMS ANY WARRANTY THAT THE SERVICE SHALL BE UNINTERRUPTED, SECURE OR ERROR FREE. NO ADVICE, OPINION OR OTHER INFORMATION OBTAINED THROUGH THIS WEBSITE OR FROM Beneration, ORALLY OR IN ANY MEDIA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED.
5.2 Limitation of Liability: Beneration’S LIABILITY IS LIMITED TO DIRECT DAMAGES SUFFERED BY THE USER, IN AN AMOUNT NOT TO EXCEED THE TOTAL OF FEES PAID BY THE USER TO Beneration. Beneration SHALL HAVE NO LIABILITY FOR ANY OTHER DAMAGES, INCLUDING, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE AND/OR OTHER DAMAGES THAT MAY RESULT FROM THE USE OF THE WEB PORTAL OR THE INFORMATION ACCESSED THROUGH IT. Beneration SHALL HAVE NO LIABILITY 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 Beneration WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. Beneration ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED HEREIN.
6. INDEMNIFICATION: You agree to defend, indemnify and hold Beneration harmless from and against any and all loss, claims, demands, damages, costs and expenses (including reasonable attorneys fees) suffered by or asserted against Beneration and that may arise, directly or indirectly, from:
6.1 Any violation of these TOSLA.
6.2 Any allegation that any Content or other Information you submit to Beneration or transmit to this Website infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party.
6.3 Your activities in connection with this Website.
7. CHOICE OF LAW; DISPUTE RESOLUTION:
7.1 Choice of Law: The TOSLA shall be interpreted and enforced according to the laws of the State of
7.2 Dispute Resolution; Arbitration: All claims or disputes arising hereunder, including disputes as to the arbitrability of a claim or dispute or of an element thereof, shall be submitted to binding arbitration before and under the aegis and rules and regulations of the American Arbitration Association ("AAA"), in the city nearest to Marlton, New Jersey in which the AAA maintains an office. No arbitration may be brought and the arbitrator shall not have any authority to determine, rule upon, or affect any proprietary right of any party, including any copyright, patent, trademark, trade name, or trade secret of either party, including the use a trademark or trade name of any party, even if that party is in breach of this Contract. Arbitration will be conducted by a single arbitrator, unless otherwise agreed, who will be selected by the mutual agreement of the parties from three (3) arbitrators recommended by the AAA, each of whom shall be knowledgeable in the subject matter and be an experienced arbitrator. If the parties cannot agree on an arbitrator, the AAA shall select the arbitrator for the parties. The arbitration will be commenced promptly and the parties will use their best efforts to conclude it within 60 calendar days of initial notice. A decision and any award made by the arbitrator shall be final. All fees and costs of the arbitrator shall be borne equally pending the outcome of the arbitration. The prevailing party shall be awarded its reasonable attorney's fees and all other costs of arbitration. No party may appeal the decision of award or the arbitrator; however, no breach of contract shall occur or be deemed to have occurred and no right to terminate shall accrue to a party until a party fails to obey the arbitrator's ruling. Either party may cause the result obtained via such arbitration to be entered and docketed as a judgment in any jurisdiction wherein the party against whom such award is being so entered resides or has a place of business, without further notice to the party against whom such judgment is to be entered and docketed.
7.3 Equitable Relief: Notwithstanding the foregoing, either Party may institute a suit in equity for a temporary injunction. Exclusive venue shall be in the Superior Court of New Jersey,
8. NOTICES: All notices or other communications to Beneration, if any, that are to be given under these TOSLA must be in writing, which shall be given by delivery to the address set forth above by way of either personal delivery, certified mail return receipt requested, or overnight mail by a commercial carrier. Notices to User shall be provided by Beneration via email or to any other address that Beneration reasonably believes to be associated with the User.
9. MISCELLANEOUS: The following shall be used in interpreting this Agreement:
9.1 ASSIGNMENT: Beneration may freely assign its rights and obligations in and to these TOSLA. The User acknowledges that it may not assign, transfer or sell its rights under these TOSLA without Beneration’s express written consent. Any purported assignment without Beneration’s consent shall be deemed null and void.
9.2 SEVERABILITY: If any portion of these TOSLA is ruled invalid or otherwise unenforceable, the TOSLA shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion shall be construed as narrowly as possible in order to give effect to as much of the TOSLA as possible.
9.3 NO THIRD PARTY BENEFICIARIES: These TOSLA are not intended to be for the benefit of, and shall not be enforceable by any unaffiliated third party, except as may be specifically provided herein. Nothing herein, express or implied, is intended to or shall confer on any third party any rights (including third-party beneficiary rights), remedies, obligations or liabilities under or by reason of these Terms and Conditions or otherwise set forth in the Website, except as may be specifically provided herein. These TOSLA shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms herein. No third party shall have any right, independent of any right that exists irrespective of these TOSLA, to bring any suit at law or equity for any matter governed by or subject to the provisions herein.
9.4 WAIVER: Beneration's failure to enforce any term, provision or condition of these TOSLA, including the breach or default thereof, by conduct, course of dealing or otherwise, in one or more instances shall not be deemed a waiver.
9.5 NO CONTRACT OF ADHESION: The User specifically stipulates that these Terms and Conditions do not constitute a contract of adhesion.
9.6 HEADINGS: The headings in these Terms and Conditions shall have no force and effect.
9.7 ENTIRE AGREEMENT: These TOSLA constitute the entire Agreement of the Parties relating to the subject matter hereof, and any prior agreements, understandings, representatives and commitments concerning such subject matter, whether oral or written, are hereby superseded and terminated in their entirety and are of no further force or effect.