Terms & Conditions

The website of Nexben, Inc. (hereinafter "Nexben") and its applications, services, information and other materials available on and through the website shall be referred to collectively as the "Site". Your use of the Site is subject to the terms and conditions set forth herein, as well as the Nexben Privacy Policy and any other notices, disclaimers, or restrictions posted on the Site (collectively, the "Terms of Use").

On the condition that you comply with all of your obligations under the Terms of Use, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicensable license and right to access the Site, through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Nexben). Any other use of the Site contrary to our mission and purpose (such as using information gathered from Nexben and/or the Site commercially unless expressly authorized by Nexben) is strictly prohibited and a violation of this agreement.

Please read these Terms of Use carefully. By using the Site, you are entering into a legally binding agreement with Nexben, Inc., 150 S. 5th Street, Suite 1750, Minneapolis, MN 55402. You agree to adhere to and be bound by these Terms of Use, as these Terms of Use may be modified from time to time at the sole discretion of Nexben. If you do not agree to be legally bound by these Terms of Use, you are not permitted to use the Site.

Credentials

Each time you enter in a login ID and password on the Site, (1) you represent that you have been authorized to use the Site by a Nexben representative; (2) you represent that you are the user assigned to use the login ID and password that is accessing the Site and (3) you agree to be bound by the Terms of Use. Use of the Site is restricted to Nexben and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. The Site is designed to allow users to transmit information electronically to other users, which may include without limitation, credit application information, health insurance quotes, application status information and other information.

Intellectual Property

The Site and any applications, services, text, graphics, multimedia content, or other information, data, content or material available on or through the Site, all related code provided through the Site, and any modifications, updates, upgrades, copies, derivative works, augmentations or customizations of the foregoing shall be referred to collectively as the "Materials". You acknowledge and agree that, Nexben and/or its affiliates and/or its licensors shall own all worldwide right, title and interest in and to the Materials, including, without limitation, all worldwide intellectual property rights, patents, patent applications, copyrights, trademarks, trade secrets, rights of publicity and privacy and other proprietary rights. All rights not expressly granted to you herein are reserved to Nexben and/or its affiliates and/or its licensors.

Material from the Site may not be copied, reproduced, distributed or modified, except that you may print and provide credit applications, insurance contracts, disclosures, and other Materials as expressly provided on the Site . Modification of the Materials or use of the Materials for any purpose other than that expressly permitted herein or otherwise on the Site is a violation of copyright and/or other proprietary rights and the use of any such Material on any other web site or computer environment is strictly prohibited.

You may submit feedback, suggestions or comments ("Feedback") regarding the Site. Nexben may, in its sole discretion, decide to incorporate some or all of this Feedback into the Site. You agree to assign, and hereby assign, all of your right, title and interest in and to the Feedback or enhancements to Nexben. Nexben's authorization of your use of the Site shall be deemed full and adequate consideration for this assignment. You further agree to execute such documents as may be deemed reasonably necessary to accomplish the objectives of this Section.

Subject to the Nexben Privacy Policy, other agreements entered into between Nexben and the party that authorized you to use the site, and applicable laws and regulations, you grant Nexben a worldwide, perpetual, nonexclusive, sub-licensable , royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of any content, data, information or other materials you submit and/or receive through the Site.

Payment and Cancellation

If you purchase any services that we offer for a fee, either on a one-time or subscription basis ("Premium Services"), you agree to Nexben storing your payment information. You also agree to pay the applicable fees for the purchased services (including, without limitation, periodic fees for recurring subscriptions) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for overdue accounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. Failure to pay may result in the termination of your account and/or the Premium Services. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Nexben does not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your account or Premium Services, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. We do not offer refunds for any fees or charges related to the Premium Services, whether for lack of usage, dissatisfaction or any other reason.

Trademarks

"nexben.com," "trovia.com" "Nexben" and "Trovia" the Nexben and Trovia logos as well as other related marks which may appear on the Site (collectively, the "Marks"), are the service marks and trademarks of Nexben and/or its affiliates. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.

Third Party Content, Third Party Sites

Nexben is a distributor and not a publisher of information supplied to the Site by you, other users or third parties. Any health plan information, opinions, advice, statements, services, contracts, offers, or other information that is part of the Materials on this Site that is expressed or made available by third parties, including Insurance Carriers or any other user of the Site, are those of the respective authors or distributors and not of Nexben.

Nexben assumes no responsibility and makes no representations, warranties, recommendations, endorsements or approvals with regard to such third party information. It is your responsibility to evaluate and confirm the information, opinions, advice or other Material available through the Site, whether posted or provided by third parties or by Nexben.

The Site may contain hyperlinks to other websites that are not operated by Nexben. Nexben does not control these websites and is not responsible for their contents, nor should the existence of such links be construed as an endorsement of the material appearing on such sites or as implying an association between Nexben and their operators. Such hyperlinks are provided for your reference only.

User Representation, Warranties & Covenants

1. You represent, warrant and covenant to Nexben that:

a. You will comply at all times with all applicable federal, state, provincial and local laws, rules and regulations in your use of the Site and/or your use or disclosure of any data, information or materials you submit to or receive through the Site;

b. You will not use the Site for any purpose which is improper, unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or which violates the Terms of Use;

c. You will not, nor will you permit any other person, corporation or entity, without the prior written consent of Nexben to: (i) copy, duplicate or grant permission to the Site or any part thereof; (ii) create, attempt to create, or grant permission to the source program and/or object program or code associated with any software component of the Site; (iii) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Site or directly or indirectly permit any third party to use the Site; (iv) decompile or disassemble any software or other component of the Site or any report or document generated thereof; (v) engage in any reverse engineering; (vi) modify, alter or delete any of the copyright notices embedded in or affixed to the copies of any components of the Site; (vii) export any application provided hereunder or any portion of the Site, or access the Site from outside the United States or Canada; or (viii) use Nexben's name, URL, trademarks, server, or other materials in connection with, or to transmit, any "spam." For the purposes of this agreement, "spam" has the meaning generally understood among Internet users;

d. Any transmission of data from your computer equipment or system will be free from (i) intentionally injurious instructions (e.g. "viruses") that are designed to modify, damage, delete or disable the Site or any applications thereon; (ii) any hidden passwords that permit unauthorized access to the data or the Site, or (iii) any embedded code that could trigger, shut down or disable the Site;

e. You have obtained all necessary licenses, releases and consents to grant the rights set forth herein;

f. You shall have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Site and perform your obligations hereunder; and

g. You will comply with the security measures set forth below under the heading "Security".

Notify us beforehand of acts contrary to this agreement. If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

No Warranties

You acknowledge that there are certain security, corruption, transmission error and access availability risks with using open networks such as the Internet and you expressly assume such risks. Because user authentication on the Internet is difficult, Nexben cannot and does not confirm any user's purported identity.

The Site and any applications, services, materials or information contained within the Site is provided on an "as is" and "as available basis" with no representations or warranties of any kind. To the fullest extent permissible by applicable law, Nexben disclaims all warranties, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and any warranties arising from the course of dealing or performance. You assume total responsibility and risk for your use of this Site and any Site-related services or information or Materials.

In addition, Nexben does not warrant that the functions on the site will be uninterrupted or error-free, that defects in or on the Site will be corrected, or that the Site or the server that makes the Site available are free of viruses or other harmful components. Nexben does not warrant or make any representations regarding the Site or results of the use of the Site, specific services or applications provided through the Site, or any materials or information on the Site, in terms of their correctness, accuracy, reliability, legal compliance or otherwise. you (and not Nexben) assume the entire risk of any reliance on these Materials. The Materials do not constitute plan documents. Under no circumstances will Nexben be liable in any way for any Materials, including, but not limited to, for any errors or omissions in any Materials or information, or for any loss or damage of any kind incurred as a result of the use of any Materials, information or results posted, emailed or otherwise received or transmitted via the Site.

No Rendering of Advice

In no way does any data, information, content or material provided through the Site (including without limitation, any contracts, disclaimers and menus) constitute legal, tax, benefit, or human resource advice. Nexben is not engaged in the practice of law or in providing legal, tax, benefit, or human resource services. Access to, transmission or receipt of or reliance upon contracts or other Materials, data, content or information from the Site does not create and is not intended to create an attorney-client relationship between you or any other person and Nexben. As advice must be tailored to the specific circumstances of each case, and laws and regulations are constantly changing, nothing provided herein should be used as a substitute for the advice of competent counsel licensed in the applicable jurisdiction with reference to the particular circumstances. Nexben does not guarantee any form of access, eligibility, or coverage.

Limitation of Liability

Under no circumstances shall Nexben, its affiliates or its subsidiaries, or the respective officers, directors, agents, employees, sponsors, and other partners of each be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages, whether based in contract, tort or otherwise, arising out of or relating in any way to the Site, the services available on the Site, information contained within the Site, or reliance on any information, Materials or results provided to or received through the Site, even if Nexben has been advised of the possibility of such damages.

Nexben's liability, if any, resulting from your use of the Site is governed by the applicable agreement between the party that authorized you to use the Site and Nexben. Any liability that Nexben may have pursuant to such agreement would be to the party that authorized you to use the Site and not you personally. Your sole remedy for dissatisfaction with the Site and/or Site-related services, applications, materials or information is to stop using the Site and/or those services, applications, Materials or information.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnity

You agree to indemnify, defend and hold Nexben and its subsidiaries, affiliates, and the respective officers, directors, agents, partners, sponsors, employees and independent contractors of each harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content, data, Materials or information you submit, post to or transmit to or through the Site, your use of the Site or reliance upon any Materials provided through the Site, your connection to the Site, your violation of the Terms of Use, your use or disclosure of any content, data, Materials or information received through the Site, your negligence, omissions or misconduct, your violation of any rights of another party, or your participation in or conducting of any transaction (or failure to conduct or complete a transaction) through the Site. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between the party that authorized you to use the Site and Nexben, if any.

Confidential Information

"Confidential Information" shall mean the nonpublic and/or proprietary information revealed by Nexben, including without limitation all forms and types of financial, business, scientific, technical, economic or engineering information of Nexben, and including without limitation, the applications provided through the Site. You agree to keep all Confidential Information acquired from Nexben, whether in connection with your use of the Site or otherwise, confidential. You shall not use the Confidential Information except as expressly provided herein, and you shall not disclose the Confidential Information without express written permission from Nexben. All Confidential Information shall remain the property of Nexben and shall not in any manner be deemed licensed or transferred to you. You shall return or destroy all Confidential Information on Nexben request, upon the termination of the Terms of Use, upon termination of your rights to use the Site, or upon termination of the access agreement or lender agreement under which you are authorized to use the Site.

You shall comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site. Without limiting the generality of the foregoing sentence, you agree that you will not use or disclose to any other party any nonpublic personal information which you receive in connection with the Terms of Use or through the Site, except as expressly permitted in the Terms of Use or by applicable law.

You acknowledge and agree that: (a) irreparable injury will result to Nexben in the event of a breach by you of this obligation of confidentiality, (b) Nexben remedy at law for such breach is inadequate and (c) Nexben, in addition to any money damages for any such breach, shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and that Nexben shall not be required to post bond as a condition of such relief. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between Nexben and the party that authorized you to use the Site.

Security

Use of the Site is restricted to Nexben and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. Without limiting the generality of the foregoing, you hereby acknowledge and agree that it is a violation of the Terms of Use to log onto the Site with a login ID and password that was not assigned to you personally. You agree to keep your login ID confidential and to immediately notify Nexben if you learn that the security of your login ID and/or password have been compromised and/or if you suspect that anyone other than yourself has accessed the Site with your login ID and password.

You agree not to use any functions on the Site which you are not authorized to use.

Modification or Termination of the Site

Nexben reserves the right to withdraw, suspend or discontinue at any time and from time to time the Terms of Use, any Materials available on the Site and any functionality or features in or on the Site, including the cessation of all activities associated with the Site, with or without notice. Nexben reserves the right to change or modify the Terms of Use at any time. Any change or modification made by Nexben will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by Nexben. Nexben recommends that you revisit this web page from time to time. Not all Materials are available in all geographic areas. Nexben may, from time to time, introduce new Materials to the Site or modify or delete existing Materials. By using new Materials, such as new services, you agree to be bound by the rules concerning these Materials.

Limited Distribution and Territorial Considerations

This Site is controlled and operated by Nexben from its offices within the State of Minnesota, U.S.A. Nexben makes no representation that Materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site shall not be construed as the purposeful intent of the benefits or privilege of doing business in any state other than the State of Minnesota by Nexben.

Governing Law and Jurisdiction

The Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota, as it is applied to agreements entered into and to be performed entirely within Minnesota and without giving effect to any principles of conflicts of laws. You agree that any legal lawsuit or other action brought by Nexben, you or any third party to enforce this agreement, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of the state or federal courts located in either Hennepin County, Minnesota or Minneapolis, Minnesota, and you hereby expressly waive any challenge to the jurisdiction or venue of such courts.

Disclaimers

In no way limiting the disclaimers set forth above, Nexben makes no representations or warranties regarding any contracts or agreements (collectively "contracts") provided through the site, and specifically disclaims any representations regarding the accuracy, completeness, enforceability, legality, validity, binding effect or adequacy of such contracts.

No waiver by Nexben of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Nexben to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.