Terms of Use

Effective Date: January 30, 2016 Last Revised: January 30, 2016 PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. BY USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT USE THIS WEBSITE.

OVERVIEW

Welcome to our website. SagePoint Solutions Group LLC maintains this website to provide information relating to our various products and services. Our products and services are designed to assist individuals in making important life decisions such as senior living options, pet selection, college choices, and more. In this Terms of Use, “SagePoint” (also referred to as “we,” “our,” or “us”) refers to SagePoint Solutions Group LLC and its subsidiaries and affiliates, including the business unit of SagePoint that operates the website in which the Terms of Use is found. The terms “you,” “your,” or “User” shall refer to any individual or entity who visits this website.

Your use of this website and its Content, as defined in Section 6 below (collectively, the “Site), is subject to the following terms and conditions of use.

1. ACKNOWLEDGEMENT AND ELIGIBILITY

Your acknowledgement that you agree to be bound by the Terms of Use is evidenced by any of the following:

Your use of the Site. Through your use of the Site you understand and agree that SagePoint will consider your use of the Site as acceptance of the Terms of Use from the time you begin to use the Site.
Clicking on a checkbox. By clicking on a checkbox to accept the Terms of Use (where this option may be available on certain pages of the Site), you thereby accept and agree to the Terms of Use from the time you begin to use the Site.

You may not use the Site and may not accept the Terms of Use if you are not of legal age to form a binding contract.

Your use of the Site and acceptance of the Terms of Use must comply with all applicable federal, state, local, national and international laws, rules and regulations.

If you do not agree to be bound by the Terms of Use, do not use or access, or continue to use or access, this Site.

2. AVAILABILITY OF TERMS OF USE

SagePoint shall make the Terms of Use available to all Users of its Site via a link entitled “Terms of Use” located on all pages of the Site. The most recent revision date of the Terms of Use shall be indicated at the top of the Terms of Use at the “Last Revised” heading.

3. MODIFICATIONS

SagePoint may, in its sole and absolute discretion, modify the Terms of Use from time to time. When such modifications are made, the modified Terms of Use shall be effective immediately after such modifications have been posted to this Site, as indicated by the “Last Revised” date at the top of the Terms of Use. You understand and agree that if you use the Site after the date on which the Terms of Use has been modified, your use of the Site constitutes an acceptance of the modified Terms of Use.

4. AUTHORITY

If you agree to the Terms of Use on behalf of an entity, such as, but not limited to, a corporation, limited liability company, or partnership, you represent and warrant that you have the legal authority to bind such entity to the Terms of Use, in which case the terms "you," “your," or “User” shall refer to such entity. If SagePoint finds that you do not have the legal authority to bind such entity, you, as an individual, will be held personally responsible for the obligations contained in the Terms of Use.

SagePoint shall not be liable for any loss or damage resulting from SagePoint’s reliance on any instruction, notice, document, or communication reasonably believed by SagePoint to be genuine and originating from an authorized representative of the entity for which you purport to have authority. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, SagePoint reserves the right, but undertakes no duty, to require additional authentication from you.

5. PROFESSIONAL LICENSE

The usage of any SagePoint site, product, or service for any commercial purpose, whether or not compensated, is prohibited unless the user has first obtained the express written consent of SagePoint and purchased from SagePoint a Professional License, which is a separate written document. Commercial purposes include, but are not limited to, sales of services or products, or any activity or endeavor related to the sales of services or products. Commercial purposes also include, but are not limited to, activities or endeavors whereby the Site is treated as a “value add” or a supplement to a product or service.

6. YOUR USE OF THE SITE

SagePoint text, scripts, source code, graphics, photos, user interfaces, visual interfaces, sounds, music, artwork, videos, computer code and interactive features and the trademarks, service marks and logos contained therein (“Content”), are owned by or licensed to SagePoint in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws.

No part of the Site and no Content found on the Site may be downloaded, copied, reproduced, republished, uploaded, posted, encoded, transmitted, translated, broadcast, displayed, sold, licensed, or otherwise exploited or distributed in any way, for any purpose whatsoever without the express prior written consent of SagePoint.

No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by the Terms of Use.

You will not access this Site using automated means (such as harvesting bots, robots, spiders, or scrapers), or any other automatic device, program, algorithm, methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site, without the express prior written consent of SagePoint.

You will not interfere with the operation of this Site by any means, including, but not limited to, contributing content that contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site (including without limitation those features that prevent or restrict use or copying of any SagePoint Content) or enforce limitations on the use of this Site therein.

You will not access the Site through any technology or means other than through this Site itself, or as SagePoint may designate.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or SagePoint’s systems or networks, or any systems or networks connected to the Site or to SagePoint.

You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any search or transaction being conducted on the Site, or with any other person’s use of the Site.

You may not manipulate identifiers or conduct similar activity in order to disguise the origin of any message or transmittal you send to SagePoint on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site for any purpose that is unlawful or prohibited by the Terms of Use, or to solicit or engage in the performance of any illegal or unethical activity or other activity which harms, damages, or infringes on the rights of SagePoint or any other person or entity. SagePoint reserves the right to bar any such activity and to pursue the prosecution of any criminal penalties or civil remedies.

7. LINKS TO OTHER SITES

This Site may contain links to other third-party websites that are not owned or controlled by SagePoint. SagePoint does not monitor or control such links and assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. By using this Site, you expressly release SagePoint from any and all liability arising from your use of any third-party website.

8. ADDITIONAL RESERVATION OF RIGHTS

SagePoint expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any User Account that it deems necessary, in its sole and absolute discretion, without notice, for any reason, including but not limited to the following: (i) to correct mistakes made by SagePoint in offering or delivering any Services; (ii) to comply with applicable local, state, national and international laws, rules and regulations; (iii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; or (iv) to avoid any civil or criminal liability on the part of SagePoint, its officers, directors, employees and agents, as well as SagePoint’s affiliates. “User Accounts” refers to such accounts owned or controlled by SagePoint without regard to whether such account is located on this website or not.

9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

SAGEPOINT DOES NOT PROMISE OR REPRESENT THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. SAGEPOINT CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE FROM VIRUSES, CONTAMINATION OR OTHER DESTRUCTIVE FEATURES.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY THIRD PARTY LINKS PROVIDED ON OR THROUGH THE SITE.

YOUR SOLE REMEDY AGAINST SAGEPOINT FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT YOUR AGREEMENT TO THESE TERMS OF USE, DEMONSTRATED BY YOUR USE OR FURTHER USE OF THIS SITE, SAGEPOINT WOULD NOT HAVE OFFERED, ACCEPTED OR OTHERWISE PERMITTED YOUR USE OF THIS SITE.

SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL: (I) CONSTITUTE LEGAL, medical OR FINANCIAL ADVICE; OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMIT- TED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF USE OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING lost profits, THAT MAY RESULT FROM: (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE; (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER; (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER; (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN; (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR other destructive features, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, OR OTHERWISE OBJECTIONABLE; AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SAGEPOINT IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL SAGEPOINT’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO SAGEPOINT FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF USE OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

11. VIOLATION OF TERMS OF USE

SAGEPOINT MAY INVESTIGATE ANY VIOLATION OF THESE TERMS, INCLUDING UNAUTHORIZED USE OF THE SITE, OR ANY ACTIONS BY A USER OR OTHERS THAT CAUSE HARM OR INJURY TO SAGEPOINT. WE MAY TAKE LEGAL ACTION AGAINST YOU OR OTHERS THAT WE FEEL IS APPROPRIATE. YOU AGREE THAT MONETARY DAMAGES MAY NOT PROVIDE US A SUFFICIENT REMEDY AND THAT WE MAY PURSUE INJUNCTIVE OR OTHER RELIEF FOR YOUR VIOLATION OF THESE TERMS. YOU AGREE THAT YOUR ABUSIVE USE OF THE SITE MAY CAUSE DAMAGE AND HARM TO US, INCLUDING IMPAIRED GOODWILL, LOST SALES AND INCREASED EXPENSES.

IF WE DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OR THE LAW, OR FOR ANY OTHER REASON OR FOR NO REASON, WE MAY SUSPEND OR CANCEL YOUR ACCOUNT, DELETE ALL YOUR USER CONTENT AND PREVENT YOU FROM ACCESS- ING THE SITE AT ANY TIME WITHOUT NOTICE TO YOU. IF THAT HAPPENS, YOU MAY NO LONGER USE THE SITE OR ANY CONTENT. YOU WILL STILL BE BOUND BY YOUR OBLIGATIONS UNDER THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT SAGEPOINT MAY RE- TAIN ANY TRANSMITTAL OR COMMUNICATION BY YOU WITH SAGEPOINT THROUGH THE SITE OR ANY SERVICE OFFERED ON OR THROUGH THE SITE, AND MAY ALSO DISCLOSE SUCH DATA IF REQUIRED TO DO SO BY LAW OR SAGEPOINT DETERMINES THAT SUCH RETENTION OR DISCLOSURE IS REASONABLY NECESSARY TO: (1) COMPLY WITH LEGAL PROCESS; (2) ENFORCE THESE TERMS OF USE; (3) RESPOND TO CLAIMS THAT ANY SUCH DATA VIOLATES THE RIGHTS OF OTHERS; OR (4) PROTECT THE RIGHTS, PROPERTY OR PERSONAL SAFETY OF SAGEPOINT, ITS EMPLOYEES, USERS OF OR VISITORS TO THE SITE, AND THE PUBLIC. SAGEPOINT’S PRIVACY POLICY IS HEREBY INCORPORATED BY THIS REFERENCE AND NOTHING IN THESE TERMS OF USE ARE INTENDED TO LIMIT, IN ANY WAY WHATSOEVER, THE DISCLOSURE PERMITTED UNDER THAT PRIVACY POLICY.

YOU AGREE THAT SAGEPOINT MAY, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, SUSPEND OR TERMINATE YOUR ACCESS TO THE SITE, FOR CAUSE, WHICH INCLUDES, BUT IS NOT LIMITED TO: (1) REQUESTS BY LAW ENFORCEMENT OR OTHER GOVERNMENT AGENCIES; (2) A REQUEST BY YOU (SELF-INITIATED ACCOUNT DELETIONS); (3) DISCONTINUANCE OR MATERIAL MODIFICATION OF THE SITE OR ANY SERVICE OFFERED ON OR THROUGH THE SITE; OR (4) TECHNICAL IS- SUES OR PROBLEMS.

IF SAGEPOINT TAKES ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THE TERMS OF USE, SAGEPOINT WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO SAGEPOINT. YOU AGREE THAT SAGEPOINT WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SITE AS A RESULT OF ANY VIOLATION OF THESE TERMS OF USE.

12. INDEMNITY

You agree to protect, defend, indemnify and hold harmless SagePoint and its officers, directors, employees, and agents from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) made against SagePoint, its officers, directors, employees, or agents by any third-party due to or arising out of or in connection with your use of this Site, including but not limited to any amounts imposed upon or incurred by SagePoint directly or indirectly arising from: (i) your use of and access to this Site; (ii) your violation of any provision of the Terms of Use or the corporate policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of the Terms of Use or your use of this Site.

13. GOVERNING LAW AND DISPUTE RESOLUTION

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the Federal and State Courts in New Castle County, Delaware, and waive any objection to such jurisdiction or venue. You agree that any claim under the Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is permanently barred.

In the event of any controversy or dispute between SagePoint and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, the parties shall be free to pursue any right or remedy available to them under applicable law.

14. SEVERABILITY/ COVENANTS AND ENFORCEABILITY OF TERMS OF USE

Each covenant and agreement in the Terms of Use shall for all purposes be construed to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of the Terms of Use to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of the Terms of Use shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law. The Terms of Use, along with the other agreements or policies incorporated herein, shall constitute the entire agreement between you and SagePoint with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and SagePoint with respect to such use, are hereby superseded and void. SagePoint’s failure to enforce or insist on strict performance of any provision of the Terms of Use shall not be construed as a waiver by SagePoint of any provision or right to enforce the Terms of Use, nor shall any course of conduct between SagePoint and you or any other person or entity be deemed to modify any provision of these Terms of Use.

15. SUCCESSORS AND ASSIGNS

The Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

16. NO THIRD-PARTY BENEFICIARIES

Nothing in the Terms of Use shall be deemed to confer any third-party rights or benefits.

17. DISCLAIMERS

The information contained in the Site is subject to change without notice. Our products and services are intended for personal use, or pursuant to the terms of a Professional License purchased from SagePoint, with your understanding that we are not engaged in rendering legal, accounting, financial, investment or other professional advice or services. If expert assistance is required, seek the services of a qualified professional.

18. CONTACT INFORMATION

If you have any questions or comments regarding the Terms of Use, please contact us by e-mail at providerportal@SagePointSolutionsGroup.com

SagePoint Solutions Group LLC

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Terms of Use

Effective Date: January 30, 2016 Last Revised: January 30, 2016 PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. BY USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT USE THIS WEBSITE.

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