LICENSE & TERMS OF USE

BLUE CROSS BLUE SHIELD INSTITUTE, INC. (“BCBS Institute,” “we,” “our,” us”), a wholly-owned subsidiary of Blue Cross Blue Shield Association (“BCBSA”). The following terms and conditions ("Terms and Conditions") govern your use of the BCBS Institute’s transportation services platform that arranges Rides for Members, as defined below, (collectively “Platform”) provided by third party transportation providers (“Transportation Provider”). These Terms and Conditions grant you a limited, non-transferable, non-assignable license (“License”) for you to access the Platform. BCBS Institute may revise these Terms and Conditions by posting them on the related site, without further notice.  By signing below, you indicate that you and your Permitted Users understand and accept these Terms and Conditions (as may be modified from time to time) and agree to be legally bound by them. If you do not agree with the Terms and Conditions, you are not granted permission to use the Platform and should immediately stop using them. Your continued use of the Platform means you accept any changes.

1. About the Services, Generally.
The Platform is intended only for use by the undersigning party to these Terms and Conditions, and their respective employees and agents, who are participating in BCBS Institute’s transportation program (“Program”) (collectively “Permitted Users”), for purposes only in connection with the Platform described herein. Platform may include any website, mobile application, or Internet service under BCBS Institute’s control, whether partial or otherwise, in connection with providing the Platform that connects participating members of a participating Blue Plan, and certain other third parties permitted by BCBS Institute, (collectively “Members”) with vehicle-sharing non-emergency Transportation Providers in certain cities. Each ride taken by a Member under the Program is a “Ride.”  By using the Platform, you are electing to be a part of the Program and use the Platform.

NEITHER BCBS INSTITUTE, NOR THE APPLICABLE BLUE PLAN PROVIDE TRANSPORTATION SERVICES AND ARE NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD-PARTY TRANSPORTATION PROVIDER, DRIVER, OR VEHICLE OPERATOR TO OFFER TRANSPORTATION SERVICES, WHICH MAY BE SCHEDULED THROUGH THE PLATFORM. BCBS INSTITUTE AND THE APPLICABLE BLUE PLAN OFFER INFORMATION AND A METHOD TO OBTAIN SUCH THIRD-PARTY TRANSPORTATION SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, AND, EXCEPT AS INDICATED OTHERWISE, HAS NO RESPONSIBILITY OR LIABILITY FOR TRANSPORTATION PROVIDERS.

No one under the age of eighteen (18) is allowed to use the Platform or Service. 

2. Proprietary Rights; Limitation of Use.
All materials contained under the Platform are protected by law, including but not limited to, United States copyright law. Except as indicated, BCBSA and BCBS Institute is the owner of the copyright in the entire content (including images, text and look and feel attributes) of www.BCBS.com, including but not limited to all content pertaining to the Platform, and reserves all rights in that regard. Removing or altering the copyright notice on any material is prohibited. Any commercial use of the Platform’s content is prohibited without the prior written consent of BCBS Institute. Except as indicated, BCBS Institute and BCBSA owns all trademarks, service marks or other logos featured on or related to the Platform. Use or misuse of these trademarks, service mark or logos is expressly prohibited and may violate federal and state law. Removing or altering the copyright notice on any material related to the Platform is prohibited.  Please be advised that BCBSA and BCBS Institute actively and aggressively enforce their intellectual property rights to the fullest extent of the law.

Subject to all the terms and conditions of this Agreement, BCBS Institute grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable term to access and use the Platform solely for legitimate business purposes relating to the Program on behalf of a Member only in accordance with these Terms and Conditions. You may permit your Permitted Users to use the Platform, provided their use is for legitimate business purposes relating to Platform and for the benefit of a Member and remains in compliance with these Terms and Conditions. You will be responsible and liable for all Permitted Users’ use and access and their compliance with the Terms and Conditions.  You must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Platform to a third party (except Permitted Users); (ii) incorporate the Platform (or any portion of it) with, or use it with or to provide, any site, product, or service, other than on property owned-and-operated by you and as specifically permitted above; (iii) publicly disseminate information regarding the performance of the  Platform (which is deemed our Confidential Information); (iv) modify or create a derivative work of the Platform or any portion of it; (v) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Service, except to the extent expressly permitted by applicable law and then only with advance notice to BCBS Institute; (vi) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Service, or configure the Platform (or any component thereof) to avoid sending events or impressions or to otherwise avoid incurring fees; (vii) distribute any portion of the Service; (viii) access the Platform for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Platform for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without our prior written consent; or (x) remove or obscure any proprietary or other notices contained in the Service, including in any reports or output obtained from the Service.

By using the Services, you also agree:

  • Not to publish any portion related to these Service, its content, or any reports or information derived therefrom without BCBS Institute’s prior written consent before each such use, except for internal use within your own company and with your local Blue Plan;
  • Not to copy, download, scrape, or extract any raw data or any screen contents related to the Platform, other than the report(s) that the Platform is designed to provide for you, as a Permitted User, for the Platform described above;
  • Not to copy, download, scrape, extract, reprint, modify, link, deep link, lease, distribute, assign, sell content, license, reverse engineer or create derivative works retrieved from the Platform or any of the third-party web sites to which we may provide links;
  • Not to use any device or computer program in order to interfere or attempt to interfere with the proper operation of the Platform (e.g., hacking, denial of service attacks, etc.), including any activity that attempts, or precedes any attempts, to breach security (such as scanning, probing, or other testing or vulnerability assessment activity), or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of BCBS Institute’s IP space;
  • Not to code or introduce any Harmful Code into any part of the Platform (“Harmful Code” shall mean any self-propagating program that infects, damages, or disables another program; contains any virus, Trojan horse, or worm; or contains any code designed to permit unauthorized access or monitoring, or that alters or erases any data or programs without control of the person operating the computer on which it resides);
  • Not to use the Platform or related sites in a manner that may adversely affect this Service’s resources or its availability to others, or that violates U.S., federal, state, or local law;
  • Not to use the BLUE CROSS or BLUE SHIELD words, symbols, trademarks,  or service marks (collectively, “Blue Brands”), and not to make any reference to BCBSA, BCBS Institute, any Blue Plans, the site, (including, but not limited to, in your advertising, letterhead, symbol or logo, or press releases) without prior written approval of BCBS Institute; and
  • You acknowledge that all use of the Blue Brands, if so permitted by BCBSA or BCBS Institute, must inure to the benefit of BCBS Institute or BCBSA and must comply with all applicable BCBS Institute and BCBSA rules and regulations.

BCBS Institute shall own any and all data submitted through the Platform and you hereby grant BCBS Institute a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of any data that you have rights to and used under these Terms and Conditions solely to the extent necessary as it relates to the Platform. You agree that BCBS Institute will have the right to generate aggregate data and that data is our Confidential Information, which we may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve our products and services and to create and distribute reports and other materials). You are not responsible for our use of aggregate/anonymous data.

3. Confidential Information.
The Platform and each of its contents, and all reports generated under the Platform are deemed “Confidential Information” of BCBS Institute.  You agree not to disclose any of the Confidential Information to any person or entity other than your own company’s directors, officers, and employees and your local Blue Plan, except with BCBS Institute’s prior written consent for each such use.  You will safeguard all Confidential Information from unauthorized disclosure or access, and will maintain it in strict confidence, protecting it with the same degree of care that you exercise with your own confidential information, but in no event less than a reasonable degree of care.  Except as provided in these Terms and Conditions, you will not use or disclose any Confidential Information without the BCBS Institute’s prior written consent, and then only for the Purpose described above.  You will notify BCBS Institute promptly of any unauthorized access or disclosure of which your company becomes aware. The parties agree that all the Terms and Conditions shall be kept confidential except as required by law, or pursuant to court order or in the course of litigations between the parties. 
 

4.   Your Account
You are responsible for your log-in credentials, if applicable, and for keeping your information accurate.

You are responsible for any activity resulting from the use of your log-in credentials on the Service.

You represent and warrant that the information you provide to the BCBS Institute upon use of the Platform and at all other times will be true, accurate, current, and complete.

Your Log-In Credentials. To use the Service, you or your Permitted Users may need to log-in by providing certain information, which may include a username and password. Your account is personal to you and your Permitted Users, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials (including, without limitation, the behavior of any other people that travel in your party), you agree to use reasonable efforts to prevent unauthorized access to or use of the Platform and to preserve the confidentiality of you and your Permitted Users’ usernames and passwords.

You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify the BCBS Institute by e-mail to CHMHub@bcbsa.com. You will be solely responsible for the losses incurred by BCBS Institute and others due to any unauthorized use of your account.

5.  Feedback.
BCBS Institute welcomes your feedback and suggestions about how to improve our products and services related to these Terms and Conditions, including the Platform. By transmitting any suggestions, information, material, or any other content that is not your Confidential Information (collectively, "Content") to BCBS Institute, you automatically grant BCBS Institute 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 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 content. Further, BCBS Institute is free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send to us for any purpose whatever, including, but not limited to, creating and marketing products and/or services using such information. 

6. No Medical Policy, Benefits, Coverage, Claims, or Insurance Advice. 
The Platform and BCBS Institute do not determine medical policy, provide health insurance benefits or coverage information, or adjudicate claims for any Blue Plan.  Each local Blue Plan, acting as an independent entity, determines its own medical policies, benefits, coverage, and adjudicates its own members’ claims.  By means of using the Platform, no relationship is established between any Blue Plan, BCBS Institute, and you by reason of your use of the Platform or other circumstances under this Terms and Conditions.  Inquiries about medical policy, benefits, coverage, claims, or other insurance matters should be addressed to the appropriate local Blue Plan. 

7.  Disclaimer of Warranty and Liability
YOU UNDERSTANDS AND AGREE THAT THE PLATFORM AND ALL INFORMATION, CONTENT, AND DATA ON THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR OWN RISK. NEITHER BCBSA NOR BCBS INSTITUTE, NOR THEIR AFFILIATES, AND EACH OF THEIR SUBSIDIARIES, AGENTS, CONTRACTORS, OR AFFILIATES (“RELEASED PARTIES”) ARE RESPONSIBLE FOR THE CONSEQUENCES OF RELIANCE ON ANY INFORMATION RELATING TO THE PLATFORM, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE RELEASED PARTIES MAKE NO WARRANTY THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (v) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. BCBS INSTITUTE MAKES NO REPRESENTATION OR WARRANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES OBTAINED FROM THIRD PARTIES THROUGH THE USE OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM AND ANY THIRD-PARTY SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. BCBS INSTITUTE SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THESE MATERIALS. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF BCBSA, BCBS INSTITUTE, OR A BLUE PLAN TO YOU EXCEED THE PRICE PAID, IF ANY, FOR USE OF THE SITE (OR $0, IF NO PRICE WAS PAID).  ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION.

Except as indicated otherwise, we are not responsible for any disputes or disagreements between you and any third party you interact with using the Platform, including but not limited to the drivers, Members, or Transportation Providers. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party and release BCBS Institute of all claims, demands, and damages in disputes with any third parties as it relates to the Platform agree not to involve us in such disputes. Use caution and common sense when using the Service.

Except as described herein, we are not liable for anything that happens to you that somehow may be connected to your use of the Service. You agree to defend, indemnify, and hold harmless BCBS Institute, its affiliates and subsidiaries, and each of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorney's fees and litigation expenses) relating to or arising from your use of the Platform and/or any breach by you of these Terms and Conditions.

8.  Corrections and Changes; Termination.
The term of these Terms and Conditions shall commence as of the date signed below and continue thereafter until the Platform is no longer used by you. BCBS Institute has made reasonable efforts to present accurate information pertaining to the Platform; it is possible, however, that information pertaining to the Platform may be or may become out-of-date.  While we endeavor to keep the materials up to date, BCBS Institute shall not assume responsibility for any errors or omissions in these materials. The information pertaining to the Platform comes from a variety of sources.  Some of this information may not be verified.  BCBS Institute may make changes to materials, or to the products or services described herein, at any time without notice, and makes no commitment to update the information contained herein. BCBS Institute reserves the right to terminate your access to or use the Platform in the event that you violate these Terms and Conditions, or for any reason at BCBS Institute’s sole discretion; and, upon termination, your authorization to access or use the Platform and its contents will cease immediately.

You may not assign, delegate or transfer this Terms and Conditions or any rights or obligations hereunder in any way (by operation of law or otherwise) without BCBS Institute’s prior written consent. 

You agree to defend, indemnify, and hold harmless BCBS Institute, its affiliates and subsidiaries, and each of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorney's fees and litigation expenses) relating to or arising from your use of the Platform and/or any breach by you of these Terms and Conditions.

9.  Links to Other Web Sites.
The Platform 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. You acknowledge that these third-party sites are maintained by persons or organizations over which BCBS Institute exercises no control, and BCBS Institute 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. BCBS Institute does not control, endorse, promote, or have any affiliation with any other Web site unless expressly stated in the Services.

10. Use of the Internet.
While BCBS Institute strives to make the Platform accessible 24 hours per day, 7 days per week, the Platform may be unavailable from time to time for any reason including, without limitation, routine maintenance.  BCBS Institute shall have the right at any time to change or discontinue any content or feature of the Platform, including discontinuing the Platform and any related portal, app, or site, including any and all services within each.

Use of the Internet is solely at your own risk and is subject to all applicable state, national and international laws and regulations. Neither BCBS Institute nor its affiliates will be liable for any loss resulting from a cause over which they do 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.

11. Governing Law and Jurisdiction.
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Illinois, without reference to its choice of law rules. By accessing, viewing, or using the Platform, you agree and consent to the jurisdiction of the federal and state courts presiding in Chicago, Illinois, and agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The Platform is controlled and operated by BCBS Institute from its offices within the United States. BCBS Institute makes no representation that the Platform is appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. You must file any claim within one (1) year after such claim arose or it is forever barred. 

12. MISCELLANEOUS 
You are an end-user and are not an employee, agent, partner or joint venturer of BCBS Institute. You will not bind nor attempt to bind BCBS Institute to any contract. Unless otherwise specified, we may use your name, logo, and marks to identify you as a participant under this Program, including on our website and other marketing materials. These Terms and Conditions incorporate by reference our https://www.bcbs.com/privacy-policy. Neither party will be liable for any delay or failure to perform its obligation under these Terms and Conditions if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act. 

These Terms and Conditions constitute the entire agreement between you on your own behalf and on behalf of each Permitted User and BCBS Institute with respect to your use of the Platform. If any part of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining parts will remain in full force and effect. You acknowledge on your own behalf and on behalf of the Permitted Users that, in providing you access to and use of the Platform, BCBS Institute has relied on your agreement to be legally bound by these Terms and Conditions. 

ACCEPTED AND AGREED TO BY:
_________________ ___________on its own behalf and on behalf of its Permitted Users
Name:  _______________________
Title: _________________________
Date:  ________________________

©2018 BCBS Institute. All Rights Reserved
 

The Blue Cross Blue Shield Association is an association of 35 independent, locally operated Blue Cross and/or Blue Shield companies.