Blue Cross and Blue Shield Association
Terms of Use
(Rev. 12-7-2023)
Collaboration Portal
IMPORTANT: ALL END USERS MUST READ THIS SECTION
ACCEPTANCE OF TERMS OF USE
By using BCBSA’s Collaboration Portal (the “Site”), you (“you” or the “End User”) agree to these terms of use; if you do not wish to agree to these terms of use (“Terms of Use” or “Agreement”), please refrain from using the Site and exit from the Site. BCBSA reserves the right to discontinue or modify these Terms of Use and/or our Privacy Policy (which is incorporated herein by reference) as we deem necessary or desirable without prior notification to you. BCBSA suggests to you, therefore, that you re-read this important notice containing our Terms of Use and Privacy Policy from time to time in order that you stay informed as to any such changes. If we make changes to our Terms of Use or Privacy Policy and you continue to use our Site, you are impliedly agreeing to the Terms of Use and Privacy Policy referred to above. Any such deletions or modifications shall be effective immediately upon BCBSA’s posting thereof. Any use of any of the Site by End User after such notice shall be deemed to constitute acceptance by End User of such modifications.
1. Definitions. As a part of and through the Site, the BCBSA Group provides an interactive online service on the World Wide Web of the Internet (“Internet”), consisting of information services, content and transaction capabilities provided by BCBSA, its affiliates, contractors and consultants and other involved third parties. As used in this Agreement, “Seller” means any person or entity to whom BCBSA has given access privileges to the Site to make products and/or services available for sale, and “Buyer” means any person or entity to whom BCBSA has given access privileges to the Site in order to purchase products and/or services from Sellers.
2. General. This Agreement sets forth the terms and conditions that apply to the use of the Site by Buyers, Sellers and their authorized End Users. By using the Site (other than to read this Agreement for the first time), End User agrees to comply with all of the terms and conditions hereof. By using the Site, End Users represent that they are acting as an authorized representative of either a Seller or a Buyer in all of their activities and communications on the Site, and agree to be bound to the terms of this Agreement that are applicable to Sellers and Buyers, respectively. The right to use the Site is personal to End-User and the Buyer or Seller they represent and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User’s password(s), if any. End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of BCBSA, any Blue Plan, its or their affiliates, contractors, consultants and other involved third parties (collectively, “BCBSA Group”), and none of the BCBSA Group shall be responsible for any data lost while transmitting information on the Internet or your use of this Site. While it is the objective of the BCBSA Group to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of the BCBSA Group, access to the Site may be interrupted, suspended or terminated from time to time. BCBSA shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, proposed deals and offers, hours of availability and equipment needed for access or use. Further, the BCBSA Group may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. Use of the Internet is solely at your own risk and is subject to all applicable state, national and international laws and regulations. None of the BCBSA Group will be liable for any loss resulting from a cause over which it does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars or governmental restrictions.
3. Duty to Maintain Confidentiality. In granting access to the Site, BCBSA will establish each End User’s credentials as representing either a Buyer or a Seller. Buyers, Sellers, and each of their authorized End Users agree that the pricing, discounts, other terms of sale or terms of access presented on the Site are exclusive to the Site and not otherwise made available by Sellers to potential customers. As such, Buyers, Sellers, and each of their authorized End Users agree to maintain the confidentiality of the pricing, discount and other terms of sale or access presented on or obtained through the Site, either as proposed or contained in a final agreement between a Seller and a Buyer (“Confidential Information”). Buyers, Sellers, and each of their authorized End Users agree to use the Confidential Information solely in connection with transactions conducted on the Site, and not to inform other discussions or negotiations between or among Buyers, Sellers, or any other suppliers or potential customers. Members of the BCBSA Group are authorized recipients of Confidential Information and will use Confidential Information for purposes of administering and enhancing the Site. In some instances, a Buyer may also act in the dual capacity of a Seller; in such instances, the Buyer agrees to keep its Buyer and Seller functions separate and distinct, to assign separate End Users for its Buyer and Seller functions, and to take reasonable steps to ensure that Confidential Information obtained by its authorized End Users performing Buyer functions is not shared with its personnel involved with its Seller functions, and that Confidential Information obtained by its authorized End Users performing Seller functions is not shared with its personnel involved with its Buyer functions.
4. Arbitration; Applicable Law. By using the Site, End User agrees that any dispute or claim arising out of or in connection with these Terms of Use and/or the Privacy Policy or the performance, breach or termination thereof, or the Site, or any products or services provided under or through the Site, shall be settled in accordance with the dispute resolution provisions contained in the applicable agreement between BCBSA and the Seller or Buyer whom End User represents on the Site. These Terms of Use and legal issues arising out of, but not exclusive to the use of, the Site (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of Illinois (exclusive of its rules regarding conflicts of laws). The Site is controlled and operated by the BCBSA Group from its offices within the United States. The BCBSA Group makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Site from other locations do so of their own volition and are responsible for compliance with applicable local laws.
5. Limited Certification. BCBSA performs a limited certification of Sellers offering products or services on the Site. Standards for certification are established and may be changed by BCBSA in its sole discretion. Certification standards will be described on the Site, and may include different levels or categories, some of which may not apply to all products and/or services offered through the Site. This certification does not constitute a warranty or guarantee of any Seller or of any products or services offered through the Site. Sellers understand and agree that their products’ and services’ certification status (pending, pass or fail) may be visible to all Buyers, Sellers and authorized End Users accessing the site.
6. Disclaimer of Warranty; Limitation of Liability. NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR ELSEWHERE ON THE SITE TO THE CONTRARY, END USER EXPRESSLY AGREES THAT USE OF THE SITE IS AT END USER’S SOLE RISK. NEITHER ANY OF THE BCBSA GROUP NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (B) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH THE SITE. THE SITE IS MADE ACCESSIBLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORD OR INFORMATION OR OF THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. END USER SPECIFICALLY ACKNOWLEDGES THAT NONE OF THE BCBSA GROUP IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY END USER OR THIRD-PARTY UNDER OR THROUGH THE SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH END USER.
IN NO EVENT SHALL ANY OF THE BCBSA GROUP, OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, DISTRIBUTING, MANAGING AND/OR OPERATING THE SITE OR THE CONTENTS HEREOF, INCLUDING ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE.
END USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE. IN ADDITION TO THE TERMS OF USE SET FORTH ABOVE, NEITHER ANY OF THE BCBSA GROUP, NOR ANY OF ITS OR THEIR AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NONE OF THE BCBSA GROUP IS RESPONSIBLE FOR ANY CONTENT THAT AN END USER, SUBSCRIBER OR OTHER UNAUTHORIZED USER MAY POST ON THE SITE.
ANY CONTENT THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE TAKEN DOWN BY ANY OF THE BCBSA GROUP. MOREOVER, THE BCBSA GROUP RESERVES THE RIGHT TO EDIT, CHANGE, ALTER, DELETE AND PROHIBIT ANY AND ALL CONTENT THAT BCBSA OR ANY OF THE BCBSA GROUP DEEMS UNSUITABLE.
7. Terms of Sale. On the Site, Buyers will be presented with certain products and services available for purchase. Buyers must execute directly with a Seller an eligible purchaser agreement, order form, or other contractual commitment, the form of which will be provided on the Site. The Seller, and not BCBSA or any of the BCBSA Group, is the seller of the products and services and is solely responsible for fulfilling any obligations to Buyer in connection with Buyer’s purchase.
8. Equipment. End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto. None of the BCBSA Group shall be liable for any damages to the End User’s equipment resulting from the use of the Site.
9. End User Conduct. The Site is intended only for use by End Users. End Users shall not share their logins or identification numbers required to access and make use of the Site. The Site is private property. All interactions on the Site must comply with these Terms of Use. Although we welcome and encourage user interaction on the Site, we do insist and require that all End Users restrict any and all activity in connection with the use of the Site to that which involves lawful purposes only consistent with principles of fair dealing. End User shall not post or transmit through the Site any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense or an illegal restraint of trade, give rise to civil liability or otherwise violate any law, or which, without BCBSA’s express prior, written approval, contains advertising or any solicitation with respect to products or services. Any conduct by an End User that in BCBSA’s exclusive discretion restricts or inhibits any other End User from using or enjoying the Site is strictly prohibited. End User shall not use the Site to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of the Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with BCBSA or any Blue Plan. The foregoing provisions of this Section 9 apply equally to and are for the benefit of BCBSA and each Blue Plan, its and their subsidiaries, affiliates and third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
10. Proprietary Rights. Everything located on or in the Site is the exclusive property of BCBSA or other of the BCBSA Group or used with express permission of the copyright and/or trademark owner. BCBSA or others of the BCBSA Group is the owner of the copyright in the entire content (including images, text and look and feel attributes) of the Site and reserves all rights in that regard. ANY COPYING, POSTING, LINKING, DEEP LINKING OR OTHERWISE MODIFYING THE SITEWITHOUT THE EXPRESS WRITTEN PERMISSION OF BCBSA IS STRICTLY PROHIBITED. Removing or altering the copyright notice on any material on the Site is prohibited. Any commercial use of the Site content other than as expressly provided in this Agreement is prohibited without the prior written consent of BCBSA. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and / or criminal penalties. The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound and the entire contents of BCBSA or other of the BCBSA Group and is protected by copyright as a collective work under the United States copyright laws. BCBSA or other of the BCBSA Group owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Please be advised that BCBSA actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works or in any way exploit, any of the content, in whole or in part. End User may download, print and save copyrighted material for End User’s use only and the use of the Seller or Buyer whom End User represents, which must be in accordance with the terms of this Agreement. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of BCBSA and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. End User acknowledges that End User does not acquire any ownership rights by downloading copyrighted material.
The trademarks used on the Site are trademarks of BCBSA and others of the BCBSA Group, or are used with appropriate permissions; all rights in respect of these trademarks are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on are the property of their respective owners. Trademarks that are located within or on the Site or a web site otherwise owned or operated in conjunction with any of the BCBSA Group shall not be deemed to be in the public domain but rather the exclusive property of BCBSA or the other member of the BCBSA Group, unless such site is under license from the trademark owner thereof in which case such license is for the exclusive benefit and use of BCBSA and the BCBSA Group, unless otherwise stated. None of the BCBSA Group has any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked.
End User shall not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.
11. Communications with the Site. BCBSA welcomes your feedback and suggestions about how to improve our products and services and the Site. By transmitting any suggestions, information, material or other content (collectively, “Content”) to any of the BCBSA Group, you automatically (a) grant the BCBSA Group the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such content, and (b) authorize the BCBSA Group to respond to your communication to any of the BCBSA Group. Further, the BCBSA Group is free to use any and/or none of the ideas, concepts, know-how, techniques and suggestions contained in any communications you send to the Site for any purpose whatever, including but not limited to creating and marketing products and/or services using such information. The BCBSA Group is not responsible and shall not be liable for content posted to the Site by visitors or persons other than BCBSA employees. Opinions or comments contained in content reflect the views of the author and not of the BCBSA Group unless BCBSA expressly states the contrary.
Buyers and their authorized End Users may be given the opportunity to write reviews and submit to the Site their opinions of Sellers’ products and services. Sellers understand and agree that Buyer reviews will be displayed to other Buyers and their authorized End Users and, if Seller consents, to other Sellers. BCBSA will provide a Seller with access to view Buyer reviews pertaining to Seller only if such Seller consents to allow other Sellers to also view such reviews. Sellers understand and agree that other Sellers may be actual or potential competitors.
By submitting communications or other material to any public area of the Site, End User warrants that the owner of such communications or other material has expressly granted the BCBSA Group the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such material. End User also permits any other end user to access, view, store or reproduce the communications or other material for that end user’s personal use. End User hereby grants the BCBSA Group the right to edit, copy, publish and distribute any communications or other material made available on this Site by End User. The foregoing provisions of Section 10 apply equally to and are for the benefit of each of the BCBSA Group and each shall have the right to assert and enforce such provisions directly or on its own behalf.
12. Monitoring. BCBSA directly or indirectly through others of the BCBSA Group shall have the right, but not the obligation, to monitor the content of the Site at all times, including any chat rooms and forums that may hereinafter be included as part of the Site, to determine compliance with this Agreement and any operating rules established by any of the BCBSA Group, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, BCBSA directly or indirectly through others of the BCBSA Group shall have the right to remove any material that BCBSA, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
13. Privacy. End User acknowledges that all discussion for ratings, comments, bulletin board service, chat rooms and/or other message or communication facilities (collectively “Communities”) are public and not private communications, and that, therefore, others may read End User’s communications without End User’s knowledge. The BCBSA Group does not control or endorse the content, messages or information found in any Community, and, therefore, BCBSA specifically disclaims any liability concerning the Communities and any actions resulting from End Users participation in any Community, including any objectionable content. Generally, any communication which End User posts to any part of the Site (whether in chat rooms, discussion groups, message boards or otherwise) is considered to be non-confidential. If particular web pages permit the submission of communications that will be treated by any of the BCBSA Group as confidential, that fact will be stated on those pages. By posting comments, messages or other information on the Site, End User grants each of the BCBSA Group the right to use such comments, messages or information for promotions, advertising, market research or any other lawful purpose. For more information, see the Privacy Policy.
14. Indemnification. End User agrees to defend, indemnify and hold harmless member of the BCBSA Group (including BCBSA) and its and their affiliates and respective directors, officers, employees and agents, from and against all claims, damages, obligations, losses, liabilities, cost or debt and expenses, including but not limited to reasonable attorneys’ fees, arising from (a) End User’s use of and access to the Site, (b) End User’s violation of any provisions of this Agreement, (c) End User’s violation of any third party right, including without limitation any copyright, property or privacy right, or (d) any claim that any content or information submitted by End User causes damage to a third party. This defense and indemnification obligation specifically will survive this Agreement and your use of the Site.
15. Reservation of Rights and Release. BCBSA reserves the right, but has no obligation, to monitor or take any action BCBSA deems appropriate regarding disputes that End User may have with other End Users, Sellers or Buyers. To the extent the law permits, End User releases each of the BCBSA Group from any claims or liability related to any content or other information posted on the Site and from any claims related to the conduct of any other End Users, Sellers, or Buyers. You hereby waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
16. Termination. BCBSA may terminate this Agreement at any time. Without limiting the foregoing, any of the BCBSA Group shall have the right to immediately terminate any passwords or accounts of End User in the event of any conduct by End User which BCBSA, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of this Agreement will survive termination of this Agreement.
17. Third Party Content. Each of the BCBSA Group, similar to an Internet Service Provider, is a distributor (and not a publisher) of Content supplied by Sellers, Buyers, and End Users. Accordingly, BCBSA and the others of the BCBSA Group have no more editorial control over such Content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers or other information or content expressed or made available by Buyers, Sellers, other third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of any of the BCBSA Group. Neither BCBSA nor any of the BCBSA Group, nor any third-party provider of information, guarantees the accuracy, completeness or usefulness of any Content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.) In many instances, the Content available through this Site represents the opinions and judgments of the respective information provider, end user or other user not under contract with any of the BCBSA Group, and none of the BCBSA Group either endorses or is responsible for the accuracy or reliability of any opinion, advice or statement made on this Site by anyone other than authorized BCBSA employee spokespersons while acting in official capacities. Under no circumstances will any of the BCBSA Group be liable for any loss or damage caused by an end user’s reliance on information obtained through the Site. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc. or other content available through the Site.
18. Links to Other Web Sites. This Site may, from time to time, contain links to other Internet web sites for the convenience of users in locating information and services that may be of interest and not as an endorsement by any of the BCBSA Group of the contents on such third-party sites. End User acknowledges that these third-party sites are maintained by persons or organizations over which the BCBSA Group exercises no control, and the BCBSA Group expressly disclaims any responsibility for the content, the accuracy of the information and/or quality of products or services provided by or advertised on these third-party sites. If End User decides to access linked third-party sites, End User does so at its own risk. None of the BCBSA Group controls, endorses, promotes or has any affiliation with any other web site unless expressly stated in the Site. Unless you have executed a written agreement with any of the BCBSA Group expressly permitting you to do so, you may not provide a hyperlink to the Site from any other site. The BCBSA Group reserves the right to revoke its consent to any link at any time in its sole discretion.
19. No Medical Services or Advice. Nothing contained, expressed or implied in the Site is intended as nor shall be construed or understood as medical advice. No doctor-patient relationship is established between any of the BCBSA Group and you by reason of your use of the Site or under any circumstances whatsoever. Individual inquiries about medical issues, or sensitive or confidential matters should be addressed to appropriate health care professionals.
20. No Legal Advice. Nothing contained, expressed, or implied in the Site is intended as, nor shall be construed or understood as, legal or compliance advice, guidance, or interpretation. No attorney-client relationship is established between any of the BCBSA Group and you by reason of your use of the Site or under any circumstances whatever. The information in the Site is for general informational purposes only. If you have questions about any law, statute, regulation or requirement expressly or implicitly referenced in the Site, you should contact your own legal counsel.
21. Securities Information. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. The Site may contain information and press releases about any of the BCBSA Group, and although this information was believed to be accurate as of the date prepared, the BCBSA Group disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a "forward looking statement" as defined in the rules and regulations of the Securities Act of 1933, as amended, such information is intended to fit within the "safe harbor" for forward looking information and is subject to material risk factors which may or may not be disclosed herein.
22. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. In addition, portions of the Site may have other or additional terms and conditions. In the event of a conflict between these Terms of Use and other or additional terms and conditions specifically referenced in another portion of the Site or specified in the National Marketplace Agreement (“NMA”), the other and additional terms and conditions shall control with respect to the NMA or the specific other portion of the Site to which such terms and conditions are directed and applicable. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder. You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. Except as specifically stated in these Terms of Use, there are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without BCBSA’s prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
23. Electronic Communications. The communications between you and the BCBSA Group use electronic means, whether you visit the Site or send us emails, or whether we post notices on the Site or communicate with you via email. For contractual purposes, you (a) consent to receive communications from the BCBSA Group in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures and other communications that any of the BCBSA Group may provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.