TERMS AND CONDITIONS OF USE

6. Access and Use of the Services

6.1. Accessing the Services and Messaging.

In your use of the Service, you shall represent yourself or your organization accurately and will not impersonate any other person or organization whether actual or fictitious.

You are responsible for the software, hardware (computers, laptops, tablets, smart pads, smart phones, or other devices) and Internet service needed to access and use the Services.

Text messaging (SMS or MMS) is an option that you can Opt-In (choose) for us to communicate with you, in addition to email and other ways we may communicate with you.

1. Text messaging is for your convenience. It is not required for access and use of Services.
2. Certain wireless service providers may offer text messaging (SMS or MMS) services and message and data rates may apply for messages received from us. You are responsible for all charges you are billed by, and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. Text message services are provided on an “as-is” basis and may not be available in all areas at all times considering signal strength and other factors.
3. You can also Opt-Out of receiving text messages from us at any time.
4. When you Opt-In to receive text messages, you understand and agree that:
   1. We may send text messages to you about Services (e.g., confirmations, secure messages waiting for you, upcoming deadlines, content updates);
   2. Text messaging is not required as a condition of purchase or use of Services;
   3. You are responsible for applicable text messaging charges from your wireless service provider; and
   4. At any time, you can Opt-Out of text messaging in your personal account settings when logged in to Services.

We do not guarantee availability of the Services at all times of the day. HPN may, from time to time, perform upgrades, updates, or otherwise make the Services unavailable. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Services at any time and without notice.

6.2. Sponsor Permissions; Practices; Requirements.

If you are a Sponsor-authorized leader, with a personal account authorized for the administrative permissions below, you shall represent yourself AND your organization accurately and will not impersonate any other person, or organization whether actual or fictitious. Sponsor-authorized leaders have these administrative permissions and responsibilities:

1. Serving as a business contact for your organization with HPN for Sponsor-desired Services, access, time support requests, related needs, goals, queries, advanced customizations, adding/changing Sponsor-authorized administrators and other support.
2. Service design and set-up options - selecting Service colors, theme and logo.
3. Eligibility - determining and managing who is eligible to access Services and the method (access code or eligibility list) to be used.
4. Sponsor customizations to Services - abilities to add custom information and resources from the Sponsor – e.g., wellness program and/or other incentives with criteria/rules to qualify for incentives, EAP, other benefits, links to other third-party resources in addition to those already included with Services.
5. Payments - for desired access and other options, as available and applicable.
6. Compliance with section 6.3.

6.3. Compliance with Laws.

The Services shall only be used for lawful purposes and you shall use the Services only in compliance with this Agreement and all other applicable U.S., state and local laws, as applicable:

1. California Consumer Privacy Act ("CCPA");
2. any policies and laws related to obscenity, or defamation, copyright and trademark infringement and protection of minors;
3. laws that govern false, unfair and deceptive practices, information, coupons, gift cards/certificates, defective products or services;
4. laws that govern lotteries, sweepstakes, contests and promotions; and
5. laws that govern the collection of donations and charitable giving.

You further agree to refrain from unethical, false or misleading advertising, promotions, incentives or sales efforts and practices in connection with your use of our Services.

You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

You are responsible for determining whether any content that you add to Services (e.g., wellness incentives, other incentives and related rules; links to third party providers of services, available reports, etc.) are suitable for you to use in light of any regulations, such as the Health Insurance Portability and Accountability Act ("HIPAA"), the Gramm-Leach-Bliley Act ("GLBA"), European data privacy laws, or other laws. If you are subject to a particular regulation and you use our Services, then we will not be liable if our Services do not meet those requirements.

6.4. Restrictions on Use.

You agree to comply with the following in connection with your use of the Services:

• You will only use Services for personal use and, if a Sponsor, use the Service as a Sponsor as described in this agreement, and not for any commercial purposes.
• You may not access or use the Service in a way that uses technology or other means to access, index, re-render, frame, mirror, truncate, add to, inject, filter or link to the Service that is not authorized by HPN (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized use, download, linking, framing, reproduction, access to, or distribution of the Service).
• You shall not use the Service or any Software (as defined in Section 7.1) for time sharing or service-bureau purposes or otherwise for the benefit of a third party (except as expressly permitted by our partner programs).
• Unless you are an authorized Reseller of the Services, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with Service or the Software, or any content, including but not limited to newsletters distributed to you by us in connection with the Services.
• You may not use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the Service for any unauthorized purpose.
• You may not use the Service in a way that, to be determined in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to the Service, including HPN’s servers, computer network, or user accounts.
• You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, or otherwise use the content of the Service for public or commercial purposes without HPN’s express written permission.
• You shall not interfere with or disrupt the Service or any related HPN websites or servers or networks connected to the Service.
• You shall not restrict or inhibit any other user from enjoying and using the Service.
• You shall not use the Service in violation of applicable law or third party rights (including third party terms of service), and shall not use the Service for hosting content (for example, images and documents) that infringes on the intellectual property rights of others.
• You may only use our templates, any images we provide, or any other features or functionality of the Services with the Services themselves (for example, you may not take an image or template and use it on materials you create without using the Services). This restriction also applies to customized templates prepared by our professional services group.
• You shall not use documents and images hosted by us on servers controlled by us for any purpose whatsoever other than in connection with the Services. If you own the document or image, you can use it outside of the Services provided it is not hosted by us.

6.5. Limitations on Use.

You understand that delivery of Services may involve transmissions over various networks, and that technical requirements and limits of such networks could affect the functionality of Services, and that some (e.g., older) personal devices, related operating systems and/or browsers can affect functionality of Services. You also understand and agree that any information you may add exceeding maximum character or image limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.

We reserve the right to add, modify, revise, update, suspend, replace, or discontinue any content, functionality, feature, or resource within Services, in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support discontinued or previous versions of Services in any manner. We reserve the right to notify Sponsors of any changes that may be of interest for needs, goals, planning and budgeting purposes.

6.6. Eligible User Privacy.

6.6.1. Sponsors and secure eligibility for access.

• A Sponsor, when logged into Services, can:
  1. securely upload eligibility lists (with the individuals that are eligible for Services access) using the eligibility list template and upload function provided; or,
  2. obtain an access code to provide to those eligible for Services access. Both options allow each eligible individual to register a secure personal HPN account for access to available Services, up to the current maximum number of individuals determined by the Sponsor which can be managed within administrative functions.

6.6.2. User-added content to Services that can be seen by others in public areas of Services.

• You may not include any protected personal identifiers, personal health information or other confidential information of other people on any message board, in a testimonial or other page that can be seen by others in Services. This includes content pages that the Sponsor is adding to the Services. In any such public areas of Services, you should not share any of your own personal health or other information about yourself that you would not want others to know about.

The above protections are in addition to those detailed in our Privacy Notice. Notwithstanding the foregoing, if a Sponsor is a covered entity under HIPAA, a Business Associate Agreement may be needed for specific administrative functions, health plan operations and/or adding certain types of support from third-party providers, and the Sponsor agrees that HPN may contact the Sponsor, or the Sponsor may contact HPN (at legal@hpn.com) to request, and put in place the appropriate Business Associate Agreement(s).

6.7. Sponsor Services and Products.

Among other things, the Services may permit Sponsors to add customized content and resources, including but not limited to, wellness programs and other incentives, promotions, events, products and services of the Sponsor or of third parties designated by the Sponsor. If you are a Sponsor:

• You are solely responsible for Sponsor added incentives, promotions, events, products and services, including any and all injuries, illnesses, damages, claims, liabilities and costs suffered in respect thereto. You shall bear all costs of procuring and delivering your products and services, fulfilling your incentives, promotions (including any financial, material or other prizes offered), running your events and managing any third-party service providers added to Services, including any associated shipping, taxes, and any other fees associated therewith. You hold all necessary governmental and third party licenses, approvals, authorizations and registrations necessary to offer your incentives, promotions, events, products and services, if any.
• You agree to provide your products, services, and promotions and run your events in a safe and professional manner, consistent with industry best practices, including keeping reliable records.
• You will be solely responsible for any and all statements and promises you make and for all user assistance, warranty and support of your other incentives, promotions, events, products and services and to comply with any promises you make to your eligible population.
• You further agree to provide your contact information for any end-user questions, complaints or claims. You agree that your other incentives, promotions, events, products and services will prominently include any applicable rules, restrictions or limitations necessary to comply with applicable law, this Agreement, and your own requirements (the "Offer Terms") and you agree to comply with the same. Any such Offer Terms must be presented to those eligible before they take any other action. If you use the Service to offer a promotion or incentive you are further responsible for ensuring that you comply with applicable law relating to eligibility requirements (for example, age and residency restrictions), the selection of winners and all prizes offered in connection with the incentive or promotion (for example, registration and obtaining necessary regulatory approvals) and that your Offer Terms include the foregoing to the extent applicable. You shall ensure that the rules for each promotion or incentive:
  1. state that each entrant or participant unconditionally releases HPN of any liability arising from the Promotion, and
  2. inform each entrant or participant that the Promotion is in no way sponsored, endorsed or administered by, or associated with, HPN.

6.8. HPN Content.

Except for your contact lists and content, as further described in Section 7.4.2 below, all Content made available through the Services, including any images made available through any email or Sponsor service design and custom content tools provided by HPN (the “Licensed Images”), designs, templates, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively with the Licensed Images, the “HPN Content”), are the property of HPN or its licensors. No HPN Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any HPN Content.

6.9. Licensed Images.

To the extent applicable, you are granted a limited, revocable, non-sublicensable license to use the Licensed Images solely in connection with the Services. You are prohibited from using any Licensed Images:

1. with pornographic, defamatory, or unlawful content or in such a manner that infringes upon any third party’s trademark or intellectual property rights;
2. as a trademark, service mark, or logo; and
3. portraying any person depicted therein (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model
   • in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like;
   • in connection with the advertisement or promotion of tobacco products;
   • as endorsing a political party, candidate, elected official, or opinion;
   • as suffering from, or medicating for, a physical or mental ailment; or
   • engaging in immoral or criminal activities.

6.10. Authorized Use.

Any use of the HPN Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services and the HPN Content granted herein. All rights of HPN or its licensors that are not expressly granted in this Agreement are reserved to HPN and its licensors.