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Updated June 2, 2016, to reflect Company Name change to iTEDIUM, Inc. – no other changes.)

User License and Terms of Use

This License and Terms of Use (“Agreement”) is between iTEDIUM, Inc. (fka, COBRAGuard, Inc.), a Kansas corporation (“iTEDIUM”), and any person or entity who accepts this Agreement on its own or any other person’s or entity’s behalf (“User”) in order to use the Cobra-Trak™ system, iTEDIUM’s COBRA administration services and related documents, forms and other materials, including Subscription Content (as defined in Section 13 below) (collectively, “Services”). iTEDIUM and User are collectively referred to as the “parties.”

1. License
   1. Description. The Cobra-Trak system through which iTEDIUM provides the Services is proprietary to iTEDIUM and is protected by intellectual property laws and international intellectual property treaties. User’s access to the Services is licensed and not sold. Subject to the timely payment of all Fees to iTEDIUM or an authorized reseller of iTEDIUM, as applicable, and the terms and limitations set forth in this Agreement, iTEDIUM agrees to provide User with a limited, non-transferable and non-exclusive account enabling User to access and use the Services (strictly in accordance with this Agreement). iTEDIUM reserves all rights not expressly granted to User, including, but not limited to, the right to alter, modify, update, enhance, or improve the Services.
   2. Accessibility. User agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which iTEDIUM may undertake from time to time; or (iii) causes beyond the control of iTEDIUM or which are not foreseeable by iTEDIUM.
   3. Equipment. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User’s access to and use of the Services, including, without limitation, appropriate telecommunications and internet access connections and links, web browsers or other equipment, programs and related services.
2. Limitations
   1. Security. User shall be solely responsible for the security, confidentiality and integrity of all content that User receives, transmits through or stores using the Services. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person. User agrees to bear all responsibility for the confidentiality of User’s passwords and all fees or charges incurred from use of the Services with User’s passwords.
   2. Privacy Policy. In an effort to address User’s privacy concerns, iTEDIUM has instituted a privacy policy (“Privacy Policy”) which may be found here and is incorporated herein by this reference. iTEDIUM reserves the right to change the Privacy Policy at any time. User acknowledges that it has read and understands the Privacy Policy and that User has the obligation to periodically review the Privacy Policy from time to time. In the event any provisions contained in this Agreement conflict with any terms, conditions or clauses contained in the Privacy Policy, the provisions of this Agreement shall govern.
   3. Disposition of Data. User acknowledges and agrees that iTEDIUM shall not be responsible for storing copies of User’s data, records or other information when iTEDIUM no longer requires such information to provide the Services to User. User shall promptly reimburse iTEDIUM for the costs of reproducing any information in iTEDIUM’s possession or control relating to User, its business or employees that iTEDIUM is obligated to produce in response to User’s request or any court order.
3. iTEDIUM Service Obligations.
   1. General. Upon notification of the occurrence of a Qualifying Event (defined below), iTEDIUM shall provide written notifications to such individuals as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). In addition, iTEDIUM shall collect premium payments (plus an administrative charge) from individuals electing COBRA coverage and, subject to Section 6(a) below, shall forward the amount of the payments less the administrative charge to either the User or the insurer, at the User’s election, on a monthly basis as applicable and in accordance with the iTEDIUM Premium Collection and Remittance Policy. iTEDIUM shall not be responsible for reviewing any group health or other plans (“Plans”) identified by User at any time or any obligations contained in such Plans. iTEDIUM shall provide HIPAA Certificates of Creditable Coverage and WHCRA notices as required by law. User, and/or User’s designated representatives (including, without limitation, employees, brokers, third party administrators or other agents) shall be exclusively responsible for the accuracy and completeness of the information provided. User shall be responsible for all determinations relating to the information to be certified. iTEDIUM shall have no further obligation with regard to HIPAA compliance, WHCRA compliance or individual state laws except as expressly set forth herein.
   2. Indemnification. iTEDIUM agrees to indemnify, hold harmless and defend User, its members, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any third party, arising out of or relating to (i) iTEDIUM’s breach of its obligations under this Agreement, or (ii) any claim that the Services violate any third party’s patent, trade secret, copyright or other intellectual property right. User, and not iTEDIUM, shall have responsibility with respect to any liability or excise taxes in cases where liability arises out of User’s act or omission in accordance with any applicable law or this Agreement. iTEDIUM shall not be responsible for any damages to User arising out of the dishonest, fraudulent, or criminal acts of User, its employees, directors, or officers, acting alone or in collusion with others. The indemnification obligations and any other liabilities of iTEDIUM hereunder are at all times subject to the limitations set forth in Section 10 below.
   3. Insurance. For as long as Services are provided to User, iTEDIUM agrees to maintain Errors & Omissions, Professional Liability, and Employee Dishonesty Insurance, if available at commercially reasonable rates. .
   4. Premium Collection and Remittance. User authorizes iTEDIUM to receive, collect, remit, or otherwise transfer funds collected on behalf of COBRA participants as required by COBRA for purposes of (i) reimbursing User for premiums or other amounts previously paid by User to its applicable insurance carrier(s) and (ii) as may be allowed under Section 6(a) for payment of Fees. User authorizes iTEDIUM to use it’s best efforts to correct any underpayments caused by rate changes, cobra participant errors, etc. and agrees to abide by iTEDIUM’s Premium Collection, Remittance, and Refund Policy as it relates to COBRA participant payments (as amended from time to time) and is available upon request.
4. User Obligations
   1. User shall notify iTEDIUM of a Qualifying Event (defined below) through the User interface of the Cobra-Trak™ System or on such other email or facsimile forms as approved by iTEDIUM and provided to User. User and/or User’s designated representatives (including, without limitation, employees, brokers, third party administrators or other agents) shall be exclusively responsible for the accuracy and completeness of the information provided to iTEDIUM through access and use of the Services and that iTEDIUM has otherwise received such information. To the extent the information is provided incorrectly and results in rework or “Corrected” Notices, iTEDIUM reserves the right to charge an additional fee for re-processing corrected notifications as outlined in the Schedule of Fees. User shall provide notice to iTEDIUM within thirty (30) days of the occurrence of any of the following events that will result in a loss of coverage under a Plan (“Qualifying Events”): (A) For a covered employee, the termination of employment (other than for gross misconduct) or reduction in hours of employment; (B) For spouses and/or dependent children of a covered employee: (i) the covered employee’s termination of employment (other than for gross misconduct) or reduction in hours of employment; (ii) the covered employee’s death; (iii) a divorce or legal separation of a spouse from a covered employee; (iv) a covered employee’s entitlement to Medicare benefits; or (v) a child’s loss of dependent status under the Plan(s); (C) For retirees, their spouses and/or dependent children, the commencement of a bankruptcy proceeding; (D) An increase in an employee premium or contribution resulting from one of the events described in Sections 3(a)-(c) above; or (E) Any other qualifying event as defined by law, and as the law may be amended or interpreted from time to time. User shall be solely responsible for determining whether or not an employee has had a Qualifying Event, including without limitation, whether the employee has been terminated for gross misconduct.
   2. User shall notify iTEDIUM as soon as possible, but in no event later than five (5) business days after becoming aware, that any qualified beneficiary was disabled (as defined by the Social Security Act) at the time of the Qualifying Event, has become disabled within sixty (60) days of a Qualifying Event, or having been disabled, is no longer disabled. User shall notify iTEDIUM in writing not less than thirty (30) days prior to any addition, termination or modification of a Plan. For each qualified beneficiary, User shall determine the premium rates to be charged for COBRA continuation coverage and shall notify iTEDIUM of such premiums. User shall notify iTEDIUM of any change in premium rates affecting participants or prospective participants under a Plan not more than five (5) business days after being made aware of such premium rate change and in no event later than the 1st of the Month (30 days) prior to the rate or Plan change. User thereby acknowledges that iTEDIUM is not a collection agency and is not expected to collect any back-premiums from COBRA participants as a result of late notification of Plan or Plan Rate changes. User shall notify and advise iTEDIUM of qualified beneficiaries who, at the time of a Qualifying Event, have been deemed incompetent and provide iTEDIUM with the name and address of such individuals’ legal guardian.
   3. User represents that any Plan(s) will be maintained in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended, and other applicable law. Except as set forth herein, iTEDIUM shall not be responsible for the review and payment of claims for benefits under the Plan(s) and all appeals under ERISA and other applicable law, including without limitation, with respect to claims, benefits and eligibility determinations under the Plan(s).
   4. User agrees to indemnify, hold harmless and defend iTEDIUM, its shareholders, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) User’s breach of this Agreement or any other policy or agreement with iTEDIUM referred to herein; (ii) User’s inability or failure to properly use the Services, including without limitation, User’s failure to notify iTEDIUM of Qualifying Events or maintaining correct participant information; and (iii) any incorrect or incomplete data transmitted by User to iTEDIUM using the Services.
   5. User agrees that User will coordinate with any/all Insurance Carriers or Plan Providers regarding billing reconciliation, election changes, and additions or deletions from the Carrier bill regarding COBRA participants for any Plan(s) offered to COBRA participants by User as needed. User acknowledges that any faxes, emails, telephone or other inquiries provided to Carriers by iTEDIUM as the COBRA Administrator are a courtesy extended by iTEDIUM and are not required. User acknowledges that User is contracted with the Carriers and therefore ultimately responsible for their Carrier Group Bill and agrees that iTEDIUM is not responsible for reconciliation of any of the Carrier Billing for any of User’s COBRA qualified plans.
5. Intellectual Property
   1. The intellectual property utilized in providing the Services is valuable, confidential and copyrighted property of iTEDIUM. User may use the Services as permitted herein and may not otherwise modify, adapt, translate, or create derivative works based on the Cobra-Trak system without the prior written consent of iTEDIUM. If User wishes to use the Services or any ancillary and interface software utilized in providing the Services in a manner not expressly permitted by this Agreement, User may request express written permission from iTEDIUM by giving to iTEDIUM a written description of the intended use and such other information as iTEDIUM may reasonably request. Such written permission may be given or withheld in the sole discretion of iTEDIUM. As between the parties, iTEDIUM owns all right, title, and interest in and to the Services, including without limitation, all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets, patents and goodwill therein. As between the parties, User shall retain all rights, if any, which User may have in any data and text retrieved, viewed or transmitted by User using the Services. “iTEDIUM “, “Cobra-Trak” and the respective logos are service marks of iTEDIUM. All other trademarks, service marks and logos used on the website or through the Services are the trademarks, service marks or logos of their respective owners.
6. Fees
   1. Payment. Except as otherwise set forth in the applicable User Order Form, User shall pay iTEDIUM or the applicable authorized reseller, if any, all applicable fees for the Services requested or otherwise used by User (the “Fees”) hereunder by valid MasterCard, Visa, American Express or Discover Card (“Credit Card”). Payment by Credit Card includes the authorization to charge all future Fees and other charges or amounts due from User under this Agreement to User’s Credit Card. In the event User’s Credit Card is declined or denied for any reason, iTEDIUM shall have the right to withhold and offset any Fees or other amounts payable to iTEDIUM hereunder from any participant premiums or other monies received by iTEDIUM for forwarding to User in connection with the Services. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, User and iTEDIUM intend and agree that any such premiums or other monies received by iTEDIUM for forwarding to User in connection with the Services (i) are and shall remain the general assets of User, (ii) are not the general assets of iTEDIUM, and (iii) are not “plan assets” within the meaning of ERISA. iTEDIUM expressly reserves the right to change the Fees at any time, upon not less than thirty (30) days notice to Reseller or User.
   2. Collection and Taxes. User shall be responsible for and shall pay iTEDIUM all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (“Taxes”), whether imposed now or hereinafter by any governmental entity. User agrees to pay interest at the rate equal to the lesser of 1.5% per month, or the maximum rate allowed by applicable law, on any outstanding balance, together with costs of collection, including attorneys’ fees and costs. In the event User fails to pay any amount when required, iTEDIUM may immediately suspend or terminate User’s access to CobraTrak and/or this Agreement. At such time, User’s access to the Services and any obligations of iTEDIUM to continue to provide COBRA administration services on User’s behalf shall immediately cease.
   3. User acknowledges that iTEDIUM is entitled to administrative charges from the collection and remittance of COBRA premiums from participants in accordance with COBRA rules. User further acknowledges that iTEDIUM is not under any obligation to collect participant premiums that are past due. Any NSF charges, ACH Processing fees, or service fees incurred over and above a Users Service Order form will be billed as required and are outlined in the iTEDIUM Standard Fee Schedule and/or Premium Payment (Remittance) Policy.
7. User Representations
   1. User represents and warrants to iTEDIUM that: (a) the individual approving this Agreement on behalf of User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement; (b) if User is an entity, it is duly organized, validly existing and in good standing under the laws of its state of domicile, (c) all information provided by User to iTEDIUM is and shall be truthful, accurate and complete; (d) User shall comply with all terms and conditions of this Agreement; (e) User has provided and will maintain accurate and complete registration information with iTEDIUM, including, without limitation, User’s legal name, address and telephone number including maintaining accurate login and password information for User’s access to the CobraTrak™ system; and (f) User agrees to login no less than monthly in order to manage User’s account; and (g) User’s access to and/or use of the Services does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject.
   2. User represents and warrants to iTEDIUM that User will work closely with iTEDIUM to ensure smooth COBRA administration for User’s COBRA participants by logging in not less than monthly as required, reconciling User’s CobraTrak™ account as required, and notifying iTEDIUM as needed should User transfer to another position, take any leaves of absence, or otherwise cannot perform User’s obligations related to this agreement. If User terminates User’s employment, User agrees to assign new User logins and passwords to a successor immediately so that a new User login account may be established as required.
8. Termination
   1. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force for the Term of 12, 24, 36, 48, or 60 months as selected by User, and any Renewal Term, set forth in the applicable User Order Form, on-line order processing, or other written agreement between iTEDIUM and User, unless otherwise terminated as set forth herein or therein. User’s initial agreement Term will automatically renew unless User alters or cancels User’s agreement. iTEDIUM may terminate User’s access to the Services and/or this Agreement immediately upon notice to User if User fails to comply with any provision of this Agreement. Termination for any reason shall not affect iTEDIUM’s entitlement to any sums due hereunder through the date of termination, or any additional remedies provided by law or equity.
   2. Early Cancellation of Agreement. In the event the User cancels this agreement early, User agrees to pay any and all fees due and must allow 60 days notice of cancellation so that Users account can be properly settled and COBRA continuants can be properly notified of the change of administrators. User agrees to pay an early termination fee of $150.00, any service fees due through the date of termination, and any and all fees that were waived as part of User’s establishment of its account. User fully acknowledges that iTEDIUM incurs substantial cost in annual account administration, ongoing administration and coordination of COBRA participants, and settling COBRA premiums payable as part of the transition and agrees to pay any/all fees contained herein and those incurred from the Schedule of Fees prior to cancellation of Users Account.
9. Disclaimer of Warranties
   1. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICES ARE AT USER’S SOLE RISK. iTEDIUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES iTEDIUM MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES. iTEDIUM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICES OR ANY SERVICE PROVIDED BY iTEDIUM.
10. Limitation of Liability
    1. UNDER NO CIRCUMSTANCES SHALL iTEDIUM BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE AND EVEN IF iTEDIUM WAS INFORMED OF THE POSSIBLITY OF SUCH LOSS. IN NO EVENT SHALL iTEDIUM’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID WITHIN THE PROCEEDING TWELVE MONTH PERIOD, IF ANY, BY USER FOR USE OF THE SERVICES. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. iTEDIUM IS NOT AN INSURER WITH REGARD TO THE PERFORMANCE OF THE SERVICES. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR USER TO OBTAIN THE RIGHTS TO USE THE SERVICES FOR THE SPECIFIED FEES. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY iTEDIUM CONTAINED HEREIN; AND (ii) ALL DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.
11. Miscellaneous
    1. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
    2. Amendment. iTEDIUM shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to User in advance for User’s review. User’s access to the Services, acceptance of the amended License & Terms of Use and use of the Services after the date of such acceptance shall be deemed to constitute acceptance of such amended terms.
    3. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
    4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
    5. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either party’s last known post office, facsimile or e-mail address, respectively. User hereby consents to notice by email. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.
    6. Law. This Agreement shall be treated as though it were executed and were to be performed in the County of Johnson, State of Kansas, USA. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of Kansas, USA. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Kansas, USA, without regard to conflict of law principles.
    7. Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of Kansas. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of Kansas. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Kansas and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Kansas.
    8. Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts of the State of Kansas, USA.
    9. Action. No action arising under this Agreement may be brought by either party more than two years after the cause of action has accrued.
    10. Attorney’s Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
    11. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
    12. Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
    13. Survival. The terms and provisions of Sections 3(b), 4(d), 5, 6(b) and 7-13 shall survive any termination or expiration of this Agreement.
    14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services.
    15. Publicity. User grants iTEDIUM the right to refer to the name of User, User’s logo, products or services, including the comments, testimonials, and other statements of User’s employees and other representatives relating to the Services, in iTEDIUM’s customer listings, on its website, in marketing and promotional literature, in its user profiles or any press release.
12. Brokers and Other Third Party Administrators. If you are a broker or other third party administrator, the following additional provisions of this Section 12 apply to you:
    1. Authorization. You represent, warrant, covenant and agree that you (a) are an authorized agent of each User you represent or otherwise sign up to access and use the Services and have the requisite power and authority to bind such User to the terms and conditions of this Agreement and to otherwise enter into and perform such User’s obligations under this Agreement; (b) all information provided by you to iTEDIUM on each such User’s behalf is and shall be truthful, accurate and complete in all respects; (c) you shall comply with all terms and conditions of this Agreement; (d) you have provided and will maintain accurate and complete registration information with iTEDIUM, including, without limitation, your legal name, address and telephone number necessary or appropriate to access the Services on your or any User’s behalf; and (e) your access to and/or use of the Services on any User’s behalf does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which you or such User is or may be subject.
    2. Indemnity. You agree to indemnify, hold harmless and defend iTEDIUM and its shareholders, officers, directors, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, arising out of or relating to: (i) your breach (or any breach by a User you represent) of this Agreement or any other policy or agreement referred to herein; and (ii) any incorrect or incomplete data transmitted by you or your employees, agents or other designated representatives to iTEDIUM in connection with using the Services on your or any User’s behalf.
13. Subscription Content. In the event that User subscribes to certain services or third party content provided by iTEDIUM as part of the Services or otherwise made available via its web site(s) on a subscription basis (the “Subscription Content”), upon payment of any applicable fees or other charges associated with such subscription, iTEDIUM grants to User a limited, non-exclusive, nonassignable, nontransferable license to access and use such Subscription Content for the term of the subscription solely for the personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, and subject to User’s agreement to, compliance with and satisfaction of this Agreement. If User does not comply with this Agreement at any time, iTEDIUM reserves the right, among other things, to revoke the aforementioned license and limit User’s access to the Subscription Content. User agrees not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any illegal purpose the Subscription Content or any portion thereof. User may not obscure or remove any proprietary rights notices contained in or on the Subscription Content. User is solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User’s access to and use of the Subscription Content. iTEDIUM reserves the right to modify or otherwise discontinue the Subscription Content at any time upon written notice to User. The Subscription Content is designed to provide accurate and authoritative information in regard to the subject matter covered. However, no representation or warranty is being given as to the Subscription Content, which is being provided on an “AS IS” basis. The Subscription Content does not constitute legal, accounting or other professional advice and User should rely on the Subscription Content only at its own risk. If legal advice or other expert assistance is required, the services of a competent professional should be sought. NEITHER iTEDIUM NOR ANY THIRD PARTY PROVIDER OF SUBSCRIPTION CONTENT MAKES ANY REPRESENTATIONS OR WARRANTIES TO USER REGARDING THE ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION CONTENT, THAT THE SUBSCRIPTION CONTENT WILL MEET USER’S NEEDS OR THAT ACCESS TO THE SUBSCRIPTION CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. iTEDIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE SUBSCRIPTION CONTENT.
14. Detroit Chamber Members. If User is a member of the Detroit Regional Chamber of Commerce (“DRCOC”) or otherwise purchased or access the Services through DRCOC, the following additional provisions of this Section 14 apply to you:
    1. Data Sharing. iTEDIUM and DRCOC may use or share personally identifiable information collected through User’s access to or use of the Services to contact User regarding products and services offered by iTEDIUM, DRCOC or their trusted affiliates, independent contractors and business partners, and otherwise to benefit or enhance Users’ experience with iTEDIUM, DRCOC and such trusted affiliates, independent contractors and business partners, including Blue Cross Blue Shield of Michigan.
    2. Additional User Obligations. User shall be exclusively responsible for the accuracy and completeness of the information provided to iTEDIUM by User or its employees, agents or other designated representatives (including, without limitation, DRCOC, brokers or other third party administrators) through access and use of the Services. User agrees to indemnify, hold harmless and defend DRCOC and its directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) User’s breach of this Agreement or any other policy or agreement referred to herein; and (ii) any incorrect or incomplete data transmitted by User or its employees, agents or other designated representatives (including, without limitation, DRCOC, brokers or other third party administrators) to iTEDIUM using the Services.