PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. Access and use of this Web Portal is subject to compliance by you with the terms and conditions set forth herein.

1. NATURE OF SERVICE.

   Rocky Mountain Health Plans (RMHP) has developed a Web Portal to provide access to certain records and information maintained by RMHP. Remote access is to be provided through the internet via a secured, password protected computer interface.

2. COPYRIGHT MATTERS; FEDERAL AND STATE HEALTHCARE LAW COMPLIANCE.

   The contents of the Web Site, such as text, graphics, images, and other materials ("Material") are protected by copyright under both United States and foreign laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. RMHP authorizes you to view and download certain of the material on the Web Site solely for your own interactions with RMHP. You may not sell or modify the Material or reproduce, display, publicly perform, distribute or otherwise use it for any public or commercial purpose. The use of the Material on any other Web site is prohibited.

   RMHP makes no claims that the Materials may be downloaded outside of the United States. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

   You agree not to use this Web Site or any advertising or information contained in it in violation of any laws, regulations or ordinances, including without limitation, those pertaining to the fraud and abuse or anti-kickback provisions of the federal Medicare and Medicaid laws. Any advertisement, links with other web sites, co-hosts or references to third parties are not endorsements of such third parties’ products or services and are not intended to result in any referrals or remuneration to you or RMHP.

3. TERMS AND CONDITIONS OF USE.

   By using this Web Portal you represent that you seek and have requested remote access from RMHP to certain data generated, compiled and stored by RMHP. By using this Web Portal, you become a party to this agreement and are legally bound by all of its terms and conditions, without exception. Access to and use of the Web Portal is subject to the terms and conditions of use contained in this agreement. RMHP reserves the right to change, amend or modify any and all terms and conditions of use without notice to any RMHP Member or user of this Web Portal. Any such change, modification or amendment shall be effective immediately upon posting on the Web Portal internet site. You agree to periodically review such changes, modifications and amendments on-line. By accessing and continued use of the Web Portal, you agree to be bound and abide by the then current terms and conditions of use.

4. PRIVACY.

   You acknowledge and agree that, to facilitate service and access to data, you have agreed to provide certain identifying information. All personal information collected by RMHP is on a voluntary basis. You further acknowledge and agree that any such information is provided voluntarily and that RMHP may not require disclosure, but that your refusal to disclose such identifying information at each time of use of the Web Portal means that the Web Portal access you requested cannot be provided. RMHP may gather anonymous information for its use or for third party use. This information does not personally identify you, but may be helpful to RMHP and its consultants in improving the service offered. Generally, this information is collected through “traffic data” and may entail the use of “cookies,” “IP addresses” or other numeric codes used to identify your computer.

   You acknowledge that whenever you give out information online that information can be collected and used by people you do not know. RMHP cannot guarantee the security of any information you disclose online, and you do so at your own risk. RMHP cannot control the acts of its Members or visitors who use the interactive features of the Web Portal.

5. ONLINE INFORMATION EXCHANGE.

   “Cookies” give users a special, random identification in the form of small text files, which are stored on the hard drive of a user's computer. The use of cookies is an industry standard. RMHP may employ cookies to recognize you and your access privileges for certain locations on the Web Portal internet site as well as to track site usage. You can set your browser to refuse all cookies or to indicate when a cookie is being sent. RMHP Members or users who do not accept cookies from RMHP may not be able to access some areas of the Web Portal internet site. RMHP may, in its sole discretion, perform statistical analysis of the collective characteristics and behavior of users to measure interest in the various areas of the Web Portal (for product development and other similar service development purposes).

   You acknowledge that when you are on the Web Portal, you could be directed to other sites that are beyond the control of RMHP. There may be links to other sites from the Web Portal internet site that take you outside our services. These may include links from sponsors and partners that may use the Web Portal as part of a co-branding agreement with RMHP. These other sites may send their own cookies to users, collect and track data, or solicit personal information. RMHP does not endorse the content found on such third-party sites. You assume sole responsibility for your use of third-party links and pointers.

6. DISCLAIMER OF WARRANTIES; FORCE MAJEURE.

   RMHP, its licensors, consultants and suppliers, including HealthTrio, Inc., do not warrant that the Web Portal will be uninterrupted or error free. RMHP, its licensors, consultants and suppliers, including HealthTrio, Inc., make no warranty, express, implied, statutory or otherwise, and specifically disclaim any implied warranty of merchantability, fitness for a particular purpose, or non-infringement with respect to the Web Portal and/or any information obtained through the Web Portal or a related internet site. The availability of any information depends on many factors, including RMHP’s connection to the internet, your connection to the internet, the availability of the internet and the internet backbone, and equipment that, by its nature, is not fault tolerant. RMHP, its licensors, consultants and suppliers, including HealthTrio, Inc., make no guaranty of access to or accuracy of any information obtained through the Web Portal or related internet sites. You expressly assume the entire risk as to the quality and performance of the Web Portal and the accuracy or completeness of any information obtained therefrom.

   Neither RMHP nor you shall be responsible for delays or failures in performance resulting from acts or events beyond the control of either party, including but not limited to, acts of nature, governmental actions, fire, labor difficulties or shortages, civil disturbances, transportation problems, interruptions of power, supply or communications or natural disasters.

7. GENERAL DISCLAIMER AND LIMITATION OF LIABILITY.

   RMHP may from time to time include links to other online information, products or services. RMHP makes no representation about the information, products or services accessed or obtained through such links. If you choose to access an internet site linked to any RMHP site, you do so on your own initiative and risk and you are responsible for compliance with all applicable laws.

   RMHP DOES NOT IN ANYWAY OPERATE, CONTROL OR ENDORSE ANY INFORMATION, PRODUCTS OR SERVICES WHICH MAY APPEAR THROUGH LINKS TO THIRD-PARTY SITES. RMHP AND HEALTHTRIO, INC., CANNOT AND DO NOT WARRANT OR GUARANTEE THAT FILES, SOFTWARE OR INFORMATION OF ANY KIND FROM ANY SOURCE AVAILABLE FOR DOWNLOADING THROUGH THE WEB PORTAL WILL BE FREE OF INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE OR DEFECTS THAT MAY MANIFEST HARMFUL AND DESTRUCTIVE PROPERTIES.

   BECAUSE OF THE POSSIBILITY OF HUMAN, TECHNICAL AND MECHANICAL ERROR, AS WELL AS OTHER FACTS, RMHP AND HEALTHTRIO, INC., ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMMISSIONS OF OR FROM THE INFORMATION CONTAINED IN ACCESSED THROUGH THE WEB PORTAL. THE MATERIALS AND INFORMATION AVAILABLE IN AND THROUGH THE WEB PORTAL ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RMHP AND HEALTHTRIO, INC., DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, RMHP AND HEALTHTRIO, INC. DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB PORTAL, OR THE MATERIAL AND INFORMATION AVAILABLE THROUGH THE WEB PORTAL, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVER(S) THAT MAKE THE WEB PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RMHP AND HEALTHTRIO, INC., DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INFORMATION AND MATERIALS AVAILABLE THROUGH THE WEB PORTAL IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU, AND NOT RMHP OR HEALTHTRIO, INC., SHALL BEAR THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF ANY INFORMATION OBTAINED BY YOU FROM THIS SITE OR WEB PORTAL AND PROVIDED BY YOU TO ANY THIRD PARTY. YOU EXPRESSLY ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PORTAL AND THE ACCURACY AND COMPLETENESS OF ITS CONTENT WITHOUT LIMITATION OR QUALIFICATION.

   UNDER NO CIRCUMSTANCES SHALL RMHP, ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS OR LICENSORS, INCLUDING HEALTHTRIO, INC., BE LIABLE FOR LOST PROFITS, LOST DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK.

8. CHOICE OF LAW; FORUM.

   Your use and access to this Web Portal, and the terms and conditions of this agreement, are governed by the laws of the State of Colorado, without reference to conflicts of laws and without regard to its location of execution or performance.

9. INDEMNITY.

   You agree to defend, indemnify, and hold harmless RMHP, its officers, directors, employees and agents, from and against any liabilities, claims, actions, suits, proceedings, judgments, or demands asserted by any third parties, including other Members of RMHP and their families, including without limitation reasonable legal and accounting fees, alleging or resulting from your access or attempted access to the Web Site, your use of the Material (including any software) or your breach of the terms of this agreement. This provision survives the termination or expiration of this agreement.

   You agree to defend, indemnify, and hold harmless RMHP, its officers, directors, employees and agents, from and against any liabilities, claims or fines asserted against RMHP by any regulatory agency under federal, state or local law, resulting from your access or attempted access to the Web Site, your use of the Material (including any software) or of any information that you create, receive, use, disclose, maintain, or transmit in connection with the Web Site in breach of the terms of this agreement.

10. NO THIRD-PARTY BENEFICIARY.

    Under no circumstances shall RMHP or HealthTrio, Inc. be liable to you, or any user or subscriber, and/or any third party, regardless of the form of action, arising from the use of this Web Portal and related web sites for any indirect, special, consequential or incidental damages that result from the use of, or the inability to use, the materials and information available on or through this Web Portal and related web sites, even if RMHP, its officials, employees, agents or assigns, including HealthTrio, Inc., have been advised of the possibility of such damages.

11. INTEGRATION CLAUSE.

    Except as provided in Section 3 above concerning posted changes, amendments and modifications in the terms and conditions of service, this agreement represents the full and complete understanding of the Parties and both Parties represent that neither Party is relying on any prior understandings or agreements, whether oral or written.

12. TERM OF AGREEMENT.

    This agreement remains in effect until terminated. Except as otherwise set forth herein, the terms and conditions of this agreement apply from the date of first use by you of the Web Portal and for all periods prior to termination of this agreement. This agreement will terminate immediately without notice from RMHP if, in the sole discretion of RMHP, you fail to comply with or condition of this agreement. RMHP reserves the right, in its sole discretion, to suspend or terminate your access to all or any part of the Web Portal at any time for any reason without prior notice or liability. Licensors and Suppliers of RMHP may change, suspend, or discontinue all or any aspect of the information available through the Web Portal.

IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING FACTS OR INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OR INSURANCE AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR AGENT OF AN INSURANCE COMPANY WHO KNOWINGLY PROVIDES FALSE, INCOMPLETE OR MISLEADING FACTS OR INFORMATION TO A POLICYHOLDER OR CLAIMANT WITH REGARD TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY AGENCIES.