This website at www.guidewellsource.com (the “Site”) is provided by Diversified Service Options, Inc. dba GuideWell Source (“GuideWell Source”) and these Terms of Use govern your use of the Site. In these Terms of Use, “we”, “us” or “our” refers to GuideWell Source. Please read these Terms of Use carefully before using this Site. Your continued use of the Site binds you to these Terms of Use and if you do not agree to the Terms of Use, you may not use the Site. This Site is intended for the use of persons who are at least 18 years of age and located in the United States. If you are younger than 18 years of age or outside the United States, you may not use this Site.

Effective Date, Changes to Terms of Use and to Site

The effective date of these Terms of Use is set forth at the top of this webpage. We may make changes to these Terms of Use from time to time, and we will notify you of such changes by posting the revised version of the Terms of Use. When we modify these Terms of Use, we will update the effective date above. Your continued use of the Site effective date constitutes your acceptance of the amended Terms of Use. The amended Terms of Use supersede all previous versions of these Terms of Use. We encourage you to review this Terms of Use, together with the Privacy Policy frequently and to print out a copy for your records.

We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, this Site, or any part thereof, with or without notice.

Site Content

GuideWell Source operates subject to applicable state and federal regulations, and the Services may not be available in your state. This Site is intended for a United States audience. Accessing the Site from jurisdictions where content is illegal, or where we do not offer services, is prohibited. Whenever the services provided would be in violation of any U.S. economic or trade sanctions, such coverage and agreements shall be null and void.

GuideWell Source may change, suspend, or discontinue any of the services at any time. GuideWell Source may also impose limits on the use of or access to certain features or portions of the services, in any case without notice or liability. The Site may suffer outages from time to time and we make no warranties or guarantees with respect to availability of the site.

Use of Social Media

GuideWell Source maintains accounts on social media sites in order to share up-to-date information with our customers and the public (“Visitors”). These social media sites are owned and operated by third parties. All Visitors are required to comply with the applicable terms and conditions for each social media site and should consult the social media site’s privacy policy for how their personal information is collected, used, and shared by the social media sites. GuideWell Source accepts no responsibility for any social media postings or content posted by Visitors, the social media sites or other parties, or content that is not posted or provided directly by GuideWell Source.

Disclaimers

THE INFORMATION CONTAINED IN OR PROVIDED THROUGH THIS SITE IS PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SITE IS VOLUNTARY AND ENTIRELY AT YOUR OWN RISK.

WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO THE SITE, OR WITH RESPECT TO ANY INFORMATION OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SITE, AND ALL SUCH WARRANTIES, INCLUDING IMPLIED WARRANTIES, ARE HEREBY EXPRESSLY DISCLAIMED. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR OTHER MATERIAL PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY. WE MAKE NO WARRANTY OR GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

In addition, we do not operate, control, supply, endorse, warrant, or guarantee any information, products, services or merchandise provided by any third parties. We also do not warrant or guarantee that files available for downloading through the Site, will be free of infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.

We, and our suppliers, cannot and do not guarantee or warrant against errors, omissions, delays, interruptions or losses, including loss of data. Users of this Site are responsible for maintaining a means external to the Site for the reconstruction or recovery of any lost data.

GuideWell Source is not responsible for sites to which this Site may link, including sites that are operated by our affiliates. If you choose to access any of the linked sites, you do so at your own risk.

Limitation of Liability

NEITHER WE, OUR SUPPLIERS, NOR ANY OF OUR AFFILIATES (INCLUDING OUR SUBSIDIARIES AND PARENT COMPANIES) NOR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, WILL BE LIABLE FOR ANY DAMAGES INCLUDING (BUT NOT LIMITED TO) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF WAGES, REVENUE OR BUSINESS BECAUSE OF YOUR USE OF THE SITE OR ANY INFORMATION RELATED TO OR PROVIDED BY OR THROUGH THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE SITE. IN SOME JURISDICTIONS THE LIMITATIONS OF LIABILITY AND DISCLAIMERS DO NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIMITATIONS OF LIABILITY AND DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You will indemnify us, our suppliers, and any of our affiliates (including subsidiaries and parent companies), and any of our successors, assigns or licensees, together with any of our and their respective officers, directors and employees, against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to your use of the Site, or any breach or violation by you of these Terms of Use.

Your Responsibilities

In addition to complying with these Terms of Use, you agree when using the Site that:

• You will not upload or transmit any communications or content of any type that infringes or violates any rights of any third party, GuideWell Source or any of our affiliates.
• You will not use this Site for any purpose in violation of local, state, national or international laws or to disrupt the use of the Site by others. All information you provide to the Site will be complete, truthful and accurate.
• You will not use this Site to distribute advertising or other unsolicited material to any Site user or third party.
• You will maintain the confidentiality of any usernames and passwords that enable you to access the Site and will not permit others to use them.
• You will not post material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any third party or GuideWell Source or its affiliates, as determined by us in our sole discretion.
• You will not impersonate another person.
• You will not modify the Site’s content.
• You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to agree to these Terms of Use and to use this Site.

No Third-Party Rights

Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, and GuideWell Source and its affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, or GuideWell Source and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, or GuideWell Source and its affiliates.

Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without GuideWell Source’s prior written consent. GuideWell Source may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

Dispute Resolution

You agree that these Terms of Use represent an agreement entered into between you and us in the State of Florida, United States of America, to be wholly performed therein and shall be governed by and construed in all respects under the laws of the State of Florida, exclusive of its choice of law or conflict of laws provisions. In any claim or action by you directly or indirectly arising under these Terms of Use or related to the Site, you and we each irrevocably agree to submit to the exclusive personal jurisdiction of the Florida State District Court, or if such court does not have subject matter jurisdiction, then you and we each irrevocably agree to submit to the exclusive personal jurisdiction of the United States Court for the District of Florida, and whichever of those two courts has jurisdiction, you and we each waive any jurisdictional, venue or inconvenient forum objections to such court.

If any of the provisions of these Terms of Use are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

These Terms of Use, together with the Privacy Policy for the Site, constitute the entire agreement between you and us relating to the access and use of the Site.

Termination of Use of Site

If you violate these Terms of Use, we may, in our sole discretion, terminate your access to the Site, or any portion thereof. These actions are in addition to and not in lieu or limitation of any other right or remedy we may have available at law. We may also take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site or actions that in our judgment endanger persons or property. We shall not be liable to you or any third party for any such termination or discontinuance or action, and you waive any claim against us for taking any of the foregoing actions.

Assignment

You agree that these Terms of Use and any other agreements between us and you that are incorporated herein may be assigned by us, in our sole discretion, to a third party in connection with any sale, merger, acquisition, divestiture, or liquidation of all or part of our business relating to the Site, or all or part of our assets relating to the Site, or all or substantially all of our assets, or as part of any reorganization or restructuring of our business.

No Waiver

Our failure to act with respect to a breach by you or others of these Terms of Use does not waive our right to act with respect to subsequent or similar breaches.

Trademark Matters

“GuideWell Source” and all related names, logos, product and service names, designs and slogans are trademarks of GuideWell Source or its affiliates or licensors. You may not use such marks without the prior written permission of GuideWell Source or such affiliates or licensors. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

Copyright Matters

We or our licensors own the copyright and other proprietary rights in the information and other materials on the Site. You may download and reprint a single copy of the materials on this Site for your own personal, noncommercial use only, provided you do not remove any applicable notices and disclaimers. Any other copying or use of such materials is strictly prohibited without our prior written permission and/or the permission of the applicable rights holder(s). It is GuideWell Source’s policy (i) to block access to or remove postings or other content that it believes in good faith infringes the copyrights of third parties, and (ii) to remove and discontinue service to those who repeatedly infringe upon the copyright rights of others.

We disclaim any responsibility or liability for copyrighted materials posted on our Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

GuideWell Source respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to GuideWell Source’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Site

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Notice”) complying with the following requirements.

• Identify the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
• Provide your mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:
  • "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
  • "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
• Provide your full legal name and your electronic or physical signature.

DMCA Contact (Designated Copyright Agent)

Deliver this Notice, with all items completed, to:

GuideWell Source
DCC 400-1
Attn: Legal Affairs
4800 Deerwood Campus Parkway
Jacksonville, FL 32246

Use of Content That You Post

From time to time, we may offer users the ability to post content on the Site. With respect to any content that you post when using the Site, you agree that GuideWell Source, its affiliates and their licensees, may use, copy, sublicense, modify, publicly perform, display, create derivative works of, host, index, cache, tag, encode, and/or adapt (and you grant a license to us with respect to such activities) any such content and any information contained therein (other than personally identifiable information, which will be handled in accordance with our Privacy Policy), in any and all media formats or channels, whether now known or thereafter devised, including, but not limited to, the Site.

Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, pandemics, epidemics, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

Revisions; General

GuideWell Source reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without cause, and with or without notice. GuideWell Source reserves the right to modify these Terms of Use at any time, effective upon posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Site after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. These Terms of Use constitute the entire agreement between GuideWell and you pertaining to the subject matter hereof. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

Contact Information

If you have any questions about the Site, please contact us at communications@guidewellsource.com.