GENERAL TERMS OF ACCESS For CHA-Health.com THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE GENERALLY AVAILABLE PORTIONS OF THIS CHA-HEALTH.COM WEBSITE AND OUR SERVICES. WELCOME to the CHA HMO, Inc. d/b/a/ CHA Health ("CHA Health") website available at and under the uniform resource locator ("URL") cha-health.com and other URLs and related sites operated by CHA Health (collectively, the "Site"). This General Terms of Service Agreement (this "Agreement") sets forth the terms and conditions governing your use of the Site and your access to and use of the information, content and services offered on the Site (which, collectively with the Site, constitute the "Services"). By accessing the Site or using the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time, and agree to all operating rules, terms, conditions, policies, and procedures of which you receive notice in connection with the Services. CHA Health has other operating rules and policies, including Copyright Notice & Procedure and Privacy and Security Policy relating to the Site, as well as particular agreements, terms and policies relating to specific Services for which you have contracted with CHA Health and agreements you may enter as a condition of access to certain areas of this Site. All such rules, terms, conditions, policies, and procedures are incorporated into this Agreement by this reference and each shall govern your relationship with CHA Health as to their subject matter. ACCESS TO THIS SITE AND USE OF THE SERVICES PROVIDED HEREIN IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CHA HEALTH'S SERVICES AT THE SITE ARE NOT INTENDED FOR USE BY OR AVAILABILITY TO MINORS. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE. USE OF WEB SITE This CHA Health Site is made available to provide information and Services relating to your health plan administration and benefits. As a condition to your use of the Site and Services, you agree that you will not: (a) use the Site or Services to infringe the intellectual property rights of others in any way; (b) use the Site or Services or make any attempt to penetrate, discover, modify or manipulate the Site or Services or any of CHA Health's hardware or software in order to: invade the privacy of, obtain the identity of, or obtain any personal information (including without limitation IP addresses) about any CHA Health account holder, member, provider or user; (c) attempt to modify, erase or damage any information contained on the Site or any device electronically connected to the Services; or (d) reverse engineer any portion of the Services. CHA Health reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services, with or without notice and in its sole discretion. Accordingly, you should visit this Site from time to time to review the then-current and effective terms and conditions because they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages at this Site or in conjunction with the Services. OWNERSHIP All content and materials on the Site or included in the Services, without limitation, are the property of CHA Health or its licensors. The compilation of content on this Site is the exclusive property of CHA Health. All software used on this Site or as part of the Services is the property of CHA Health or its licensors. All of the above are protected by U.S. and international copyright, trademarks and other proprietary rights and intellectual property rights laws. You may download and retain one electronic and one print copy for your own records and personal use of any information on the publicly available areas of this Site. No commercial use, resale, copying or exploitation of material from the Services is permitted without the express written permission of CHA Health and any other applicable copyright owner. You do not acquire any ownership rights by virtue of downloading copyrighted material from the Services. All rights not expressly granted hereunder are expressly reserved to CHA Health. If you believe your rights under applicable copyright laws are being infringed on this Site, you may notify CHA Health's designated agent by clicking and following the posted instructions. PROHIBITED ACTIVITIES ON THE SITE It is a condition of your use of the Services and this Site that you do not restrict or inhibit any other user from using and enjoying the Services or any CHA Health property or system to: (a) engage in, encourage conduct or distribute material that is harmful, obscene or otherwise illegal or objectionable, or would constitute fraud or any other criminal offense or give rise to civil liability; (b) spoof or otherwise impersonate any individual or entity, or forge, delete or alter any part of TCP/IP packet header information in any e-mail or other posting; (c) violate or attempt to violate, the security or integrity of the Services or equipment; or (d) assist or permit any persons in engaging in any of the activities described above. CONSEQUENCES OF UNACCEPTABLE USE CHA Health reserves the right to investigate and to involve and cooperate with law enforcement authorities, and to pursue a civil lawsuit or criminal prosecution for any alleged or actual harmful or illegal activities involving this Site or any of the Services. INFORMATION YOU SUBMIT CHA Health uses the e-mail address and other information you submit to us through the Site to respond to your inquiries for information. Information you submit will not be shared with outside parties except to the extent necessary to respond to your inquiries and as necessary to satisfy any law, regulation or governmental request or to avoid liability. If you are or become a registered user this Site, you will be responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and account. You further agree to accept responsibility and liability for all activities that occur under your account or password. THIRD-PARTY SITES CHA Health takes no responsibility and assumes no liability for any content posted by any third party or made available at the web site of any third party to which Site provides links. Any privacy standards or policies of any third-party sites are governed by the operator of such site, and CHA Health makes no representation and assumes no responsibility for such site's policies, procedures or actions. You accordingly agree to read the posted privacy policy (if any) of third-party sites. CHA Health Makes No Warranties YOU USE THE SERVICES AT YOUR SOLE RISK. THE CONTENT, INFORMATION AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NONINFRINGEMENT. CHA HEALTH DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. NEITHER CHA HEALTH, ITS AFFILIATES AND SUBSIDIARIES, NOR ITS LICENSORS OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE HEREUNDER FOR ANY DAMAGES OF ANY KIND, NO MATTER HOW ARISING (EVEN IF CHA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF CHA HEALTH FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). YOU HEREBY WAIVE THE PROTECTION OF ANY STATUTE (e.g., Calif. Civil Code § 1542) THAT HAS THE PURPOSE, SUBSTANCE, OR EFFECT TO PROVIDE THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE PERSON GIVING THE RELEASE DOES NOT KNOW OR EXPECT TO EXIST AT THE TIME OF EXECUTION OF THE RELEASE. Dispute Resolution Except with respect to intellectual property rights, including the right of a party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, if a dispute arises out of or relates to this Agreement or its breach, and the parties have not been successful in resolving the dispute through direct negotiation, then (a) the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (b) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (c) the location of the arbitration shall be Lexington, Kentucky, and (d) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration. Choice of Law and Forum The Services are controlled by CHA Health from within the Commonwealth of Kentucky, although they may be accessed throughout the world. Subject to the dispute resolution procedures above, by accessing or using the Services, you agree that the substantive laws of the Commonwealth of Kentucky will govern with respect to all matters relating to or arising under this Agreement, or the use (or inability to use) the Services, without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and CHA Health agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Lexington, Kentucky with respect to such matters. Miscellaneous Terms Subject to CHA Health's other agreements, rules, and policies for the Services, as they apply to the subject matter they relate to, this Agreement constitutes the entire agreement between you and CHA Health with respect to its subject matter, and governs your use of the Services, superseding any prior agreements between you and CHA Health relating to such subject matter. Nonetheless, this Agreement may be supplemented by any other agreement you enter into with CHA Health pursuant to a registration to access certain features of the Site. The failure of CHA Health to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found through arbitration or a court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. CHA Health - General TOS (cha-health.com) Effective 8-01