Terms of Use

 

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THE OPTIMAL BENEFITSTM WEB SITE (the “SITE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE, ANY SERVICES OFFERED THROUGH THE SITE OR ANY MATERIALS (AS DEFINED BELOW).

Welcome to Optimal BenefitsTM online portal.  The Terms of Use set forth below, together with the Site’s Privacy Policy, hereby incorporated by reference into this Terms of Use in its entirety, form the Terms of Use (“Terms”) for the Site.  By using the Site you signify your agreement to these Terms and acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged, including your use of the Site.

Protected Materials

All of the text, information, trademarks, trade dress, features, images, displays, content, functions, processes, software, the compilation of the Site and other materials that make up or are contained on the Site (“Material”) is the proprietary intellectual property of Optimal Benefits.  Except for the revocable and limited access right discussed below, Optimal Benefits expressly reserves all intellectual property and other rights in and to the Materials, the Site and the services offered through the Site. 

Site Changes and Operation

Optimal Benefits reserves the right to discontinue, change and/or modify the Site, the services offered through the Site and the Materials at any time, in any way, for any or no reason.

Limited Purpose; Rules of Conduct

If, and only if, you agree to, and are in full compliance with, the Terms, Optimal Benefits authorizes you to view and access a single copy of the publicly available pages on the Site solely for your personal use.  In addition, the Site, the Material and the services offered through the Site are made available for the limited purpose of allowing you to learn more about Optimal Benefits and our services as a current or potential client.  Any other use, duplication, distribution or other exploitation of the Site, the services offered through the Site, the Materials or any portion thereof by any user is strictly prohibited.  Without limiting the foregoing, in no event may any user directly or indirectly:

(1) Republish, post, upload, frame, retransmit, redistribute, modify, remove any intellectual property or similar notices or otherwise reproduce the Site, the services offered through the Site or any Materials in any format to anyone in any way (other than the download to your personal computer that is inherent in viewing a web page);

(2) access, attempt to access, or obtain any information regarding other users;

(3) link to the Site without our prior written permission;

(4) deep-link to any page or portion of the Site;

(5) use any robot, spider or other data mining or other automatic device, program, or similar process or means to access, acquire, copy or monitor the Site, another user, the Materials or any portion thereof, or in any way circumvent the navigational structure or presentation of the Site or any Materials;

(6) breach or attempt to breach the security or authentication measures on the Site or any network or database connected to the Site;

(7) collect any information related to any Site users, the Optimal Benefits services or other Material from the Site for the benefit of any other entity or person or share this information with any other person or entity;

(8) decompile, reverse engineer, disassemble or otherwise reduce any software code for the Site to a human-readable form except as permitted by law;

(9) make any automated high-volume or other use of the Site for re-mailing, spamming or other purposes;

(10) use the Site, the services offered through the Site or the Material in violation of any applicable law, rule or regulation;

(11) use the Site for any purpose other than as set forth herein;

(12) submit any data, content or other material that contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site, the Materials or any connected network or database, or otherwise interferes with any person or entity's use or enjoyment of the Site;

(13) submit any data, content or other material in violation of any applicable law or regulation, that violates or infringes upon the patent, trademark, copyright, trade secret, privacy, publicity or other rights of any third party;

(14) submit any data, content or other material that is false, misleading, deceptive, defamatory, obscene, indecent, threatening, abusive, offensive, harassing, or hateful; or

(15) pretend to be another person or entity or misrepresent your identity, sponsorship, or affiliation.

We cannot and do not assure that other users are complying or will continue to comply with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and Optimal Benefits, you hereby assume all risk of harm or injury resulting from any such lack of compliance.


Submissions

We do not want, accept and/or consider any suggestions, inventions, modifications, improvements, concepts, ideas or other information regarding the Site, the Materials or the services offered through the Site (“Ideas”). If you send us any such unsolicited Idea by any means, however, you hereby agree that Optimal Benefits has no obligation to protect or keep the idea confidential for you or any other person or entity, that the Idea and all intellectual property and other rights in and to the Idea shall be the sole and exclusive property of Optimal Benefits and that Optimal Benefits shall have the unlimited and unrestricted right to use, develop and otherwise exploit the Idea in all forms, formats, manners and forever throughout the world for any purpose whatsoever, commercial or otherwise, without notice, compensation and/or approval to or from you or any other person or entity.


Links and Other Third Party Materials and Actions

Optimal Benefits provides information through the Site related to our services. In addition, Optimal Benefits provides access to information and services of other third parties, including legal professionals and other advisors.

When you are on the Site, there may be links to these other third party sites that take you outside of our service. You acknowledge that when you click on any of these links, the sites you are taken to and the information and services offered on these third party sites are not controlled by Optimal Benefits and that we are not responsible for such sites.

In addition, Optimal Benefits does not endorse and cannot ensure that you will be satisfied with any information, products or services offered by a third-party in connection with the Site. Optimal Benefits does not control and is not responsible for the acts, omissions, advice, statements and/or other conduct of any third party, including those third parties who have links appearing on the Site. You are solely responsible for making whatever investigation you feel necessary or appropriate before communicating with any third party or proceeding with any relationship with a third party, including determining the actual quality and necessity of any services, products or advice provided by any third party. 

Disclaimers

THE SITE, THE SERVICES OFFERED THROUGH THE SITE AND THE MATERIALS ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OPTIMAL BENEFITS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT RELATED TO THE SITE, THE SERVICES OFFERED THROUGH THE SITE AND THE MATERIALS ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE.

OPTIMAL BENEFITS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SERVICES OFFERED THROUGH THE SITE OR ANY MATERIALS DOES NOT WARRANT THAT THE SITE, OR THAT THE SERVICES OFFERED THROUGH THE SITE OR ANY MATERIALS WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO ANY SUCH ISSUE.

FURTHERMORE, OPTIMAL BENEFITS DOES NOT MAKE ANY REPRESENTATION AND IS NOT RESPONSIBLE FOR ANY ACTS, OMMISSION, ADVICE, INFORMATION OR STATEMENTS PROVIDED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY SITE USER) AND RELIANCE ON ANY IINTERACTION WITH OR INFORMATION FROM ANY SUCH THIRD PARTY IS STRICTLY AT YOUR OWN RISK.  WITHOUT LIMITING THE RELEASES AND OTHER LIMITATIONS OF LIABIITY CONTAINED IN THESE TERMS, IF YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY YOU HEREBY RELEASE OPTIMAL BENEFITS AND ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS, FROM ALL CLAIMS, DEMANDS AND/OR DAMAGES OF EVERY KIND OR NATURE (KNOWN OR UNKNOWN) ARISING FROM OR RELATED TO SUCH DISPUTES.


Indemnification

You hereby agree to indemnify, defend, and hold Optimal Benefits and our officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or claims arising from your use of the Site. You shall use your best efforts to cooperate with us in the defense of any claim. Optimal Benefits reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL OPTIMAL BENEFITS OR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SERVICES OFFERED THROUGH THE SITE OR THE MATERIALS, EVEN IF OPTIMAL BENEFITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OPTIMAL BENEFITS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL OPTIMAL BENEFITS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND ITS REASONABLE CONTROL.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Jurisdiction and Venue

You agree that any action at law or in equity arising out of or relating to these terms of use or the Site shall be filed, and that venue properly lies, only in state or federal courts located in Los Angeles, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. This Site is not intended for viewing and use outside the United States and Optimal Benefits makes no representation that the Site, the services offered through the Site or Material on the Site is appropriate or available for use in any particular location within the United States. Your use of or access to the Site shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than California.  If you choose to access and use the Site and related services you do so on your own initiative and you are responsible for compliance with all applicable laws including any applicable local laws.    

Entire Agreement; Amendment

These Terms (including the Privacy Policy) constitute the entire agreement between you and Optimal Benefits related to the matters set forth herein, including the Site, the services offered through the Site, the Material and your use thereof.  At any time, Optimal Benefits may amend these Terms (including by modification, deletion and/or addition of any portion thereof). If Optimal Benefits makes a material amendment to these Terms, we will notify you of such amendment by posting notice of such amendment on the Site. Any amendment to these Terms will be effective upon the posting of the modified terms of use on the Site.

General

These terms of use shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. In these Terms, the word "including" is used illustratively, as if followed by the words "but not limited to."