Exhibitor Terms of Service
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and HFC. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. HFC may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
HFC may amend the Terms related to the Services periodically. Amendments will be effective upon HFC's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
(a) Assign Health Fair Connections and its Employees (“Personnel”) to provide support and assistance when using the health fair planning tool, app.healthfairconnections.com - work described as Connecting vendors/exhibitors to companies and organizations planning and hosting a health fair for the employees of the hosting company (“Services”). The Services shall be completed once the health fair(s) date(s) have passed.
(b) USER ACCOUNTS.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to HFC certain personal information, such as your name, company name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or HFC's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by HFC in writing, you may only possess one Account.
(c) USER REQUIREMENTS AND CONDUCT.
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account unless the third party is directly associated with your company, and you may not allow persons under the age of 18 to attend health fairs and workshops unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity unless they are directly associated with your company. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
(d) NETWORK ACCESS AND DEVICES.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. HFC does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
(a) Vendors/exhibitors have a responsibility to pay Health Fair Connections for performing the Services listed above if they did not select the Basic (free) option when joining and being selected to attend a health fair on app.healthfairconnections.com.
3. REPRESENTATIONS AND WARRANTIES OF HEALTH FAIR CONNECTIONS.
(a) HEALTH FAIR CONNECTIONS represents and warrants that it has the capability and resources, to efficiently and expeditiously perform the Services to be provided under this Agreement in accordance with the highest professional standards, and HEALTH FAIR CONNECTIONS further represents and warrants that it will at all times devote the necessary, adequately trained and experienced personnel to perform the Services under this Agreement. Unless HEALTH FAIR CONNECTIONS provides a greater warranty, HEALTH FAIR CONNECTIONS warrants it shall use sound and professional principles in accordance with industry standards in performing Services under this Agreement.
4. COMPLIANCE WITH LAW.
(a) During the term of this Agreement, HEALTH FAIR CONNECTIONS and all HEALTH FAIR CONNECTIONS Personnel shall fully comply with all applicable laws, governmental regulations, rules, requirements, ordinances, and other requirements of local and state authorities and the Federal government, including but not limited to the Occupational Safety and Health Act of 1970 ("OSHA"), the Resource Conservation and Recovery Act ("RCRA"), the Fair Labor Standards Act (FLSA), the Food and Drug Administration (“FDA”) and the Immigration Reform and Control Act of 1986 ("IRCA") and the IRCA's implementing regulations as they pertain to any and all employees employed by HEALTH FAIR CONNECTIONS in connection with the Services under this Agreement.
(b) The parties agree that no HEALTH FAIR CONNECTIONS Personnel shall be considered an employee of CLIENT, and that no HEALTH FAIR CONNECTIONS Personnel shall be entitled to any benefits provided to employees of CLIENT. HEALTH FAIR CONNECTIONS acknowledges and agrees that HEALTH FAIR CONNECTIONS is solely responsible for the payment of any and all contributions and taxes for Unemployment Compensation or Disability Insurance or Old Age Pension or Annuities, and all similar provisions now or hereafter imposed by any Federal or state governmental authority, which are imposed with respect to or measured by wages, salaries, or other compensation paid by HEALTH FAIR CONNECTIONS to HEALTH FAIR CONNECTIONS Personnel. HEALTH FAIR CONNECTIONS further agrees to indemnify and save CLIENT and its affiliates harmless against any and all such liability or claims related to such payment or the failure to make such payments.
(c) To the extent required by Title 41, Part 60-1.4 of the Code of Federal Regulations, by executing this Agreement, HEALTH FAIR CONNECTIONS agrees that it will not discriminate against any employee or applicant for employment because of race, color, sex or national origin, disability or veteran status and that it will abide by and comply with all terms and conditions of the equal opportunity clause set forth in Part 60-1.4 of Title 41, or any similar or successor clause addressing the obligations of government contractors and subcontractors with respect to inclusion of the same or similar clauses in contracts and subcontracts, which clause is hereby incorporated by reference as part of this Agreement as if fully set forth in this Agreement.
5. TERM; TERMINATION.
(a) This Agreement shall commence once CLIENT creates a profile on HEALTH FAIR CONNECTIONS, and remain in effect until they discontinue their profile, or when profile is terminated by CLIENT. HEALTH FAIR CONNECTIONS is not responsible for any host that does not provide the necessary requirements for hosting a health fair, nor is HEALTH FAIR CONNECTIONS responsible for any health fair that was listed on the app.healthfairconnections.com yet never takes place.
(a) HEALTH FAIR CONNECTIONS agrees to indemnify and hold harmless CLIENT and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns (the "CLIENT Indemnities") from and against any and all claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential, resulting from any third party (including HEALTH FAIR CONNECTIONS Personnel) claim made or suit brought against CLIENT Indemnities arising out of (i) the negligent or wrongful act or omissions of HEALTH FAIR CONNECTIONS or any HEALTH FAIR CONNECTIONS Personnel in the performance of the Services, or (ii) any breach of this Agreement by HEALTH FAIR CONNECTIONS or any HEALTH FAIR CONNECTIONS Personnel.
(b) CLIENT agrees to indemnify and hold harmless HEALTH FAIR CONNECTIONS and its affiliates, shareholders, officers, directors, employees, agents, successors and assigns (the "HEALTH FAIR CONNECTIONS Indemnities") from and against any and all claims, suits, actions, liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or damages, whether ordinary, special or consequential, resulting from any third party (including HEALTH FAIR CONNECTIONS Personnel) claim made or suit brought against HEALTH FAIR CONNECTIONS Indemnities arising out of (i) the negligence or wrongful act or omissions of CLIENT or any CLIENT Personnel in the performance of the Services, or (ii) any breach of this Agreement by CLIENT or any CLIENT Personnel.
Neither HEALTH FAIR CONNECTIONS nor CLIENT may at any time assign its rights and duties under this Agreement.
(a) All notices under this Agreement shall be delivered (i) personally; (ii) by registered or certified mail, postage prepaid, or (iii) by overnight courier service to the following addresses of the respective parties:
If to HEALTH FAIR CONNECTIONS:
HEALTH FAIR CONNECTIONS
PO Box 52056
Durham, NC 27717
(b) Notices shall be effective upon receipt if personally delivered, on the fifth business day following the date of mailing if mailed, and upon receipt if sent by overnight courier service. A party may change its address listed above by notice to the other party.
9. GOVERNING LAW.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina, without giving effect to the principles of choice of law of such state. CLIENT hereby consents to the jurisdiction and venue of the State of North Carolina, as to any matters initiated in state courts, and the federal district court in Raleigh, North Carolina, as to any matters initiated in federal court.
In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby.
11. WAIVER; MODIFICATION OF AGREEMENT.
No waiver, amendment, or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.
12. HOST LIABILITY
Health Fair Connections is not liable for the actions, communications, or accidents of any health fair host and/or organizers, and/or person(s) contacted through the health fair planning tool, app.healthfairconnections.com or contacted at the site of the health fair.
13. CLIENT (VENDOR/EXHIBITOR) RESPONSIBILITIES
(a) CLIENT is responsible for self-verifying they are in network with health fair organizer’s insurance before they join the health fair interested list (if a medical, dental or vision provider)
(b) CLIENT is responsible to communicate with the health fair organizer through their Messages section in their dashboard for any questions related to the health fair. HFC provides all the information they have on the health fair event page.
(c) CLIENT IS NOT ALLOWED to require payment and/or insurance reimbursement for any screenings done onsite. NO “blanket” or “balanced billing” allowed.
(d) CLIENT must arrive to the health fair no later than an hour before the event time (unless the health fair organizer states a different time)
(e) CLIENT MUST provide the interactive offerings, raffle prize, and table cloth they listed on their profile and Advertisement
(f) CLIENT IS NOT TO CONTACT the health fair organizer outside of the app.healthfairconnections.com unless the health fair organizer request otherwise
(g) CLIENT is responsible for all patient-provider relationships created between them and any employee onsite at a health fair planned on app.healthfairconnections.com
14. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY.
(a) DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." HFC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HFC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. HFC DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
(b) LIMITATION OF LIABILITY. HFC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF HFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HFC SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF HFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HFC SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HFC'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL HFC'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $100). HFC'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE HEALTH FAIRS AND WORKSHOPS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT HFC HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
(c) INDEMNITY. You agree to indemnify and hold HFC and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) HFC's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
15. DISPUTE RESOLUTION.
(a) ARBITRATION. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and HFC, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and HFC are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and HFCs otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
(b) ARBITRATION RULES AND GOVERNING LAW. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
(c) ARBITRATION PROCESS. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(d) ARBITRATION LOCATION AND PROCEDURE. Unless you and HFC otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and HFC submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(e) ARBITRATOR'S DECISION. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorney's' fees and expenses, to the extent provided under applicable law. HFC will not seek, and hereby waives all rights HFC may have under applicable law to recover, attorneys' fees and expenses if HFC prevail in arbitration.
(f) FEES. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, HFC will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
15. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. No course of dealing or usage of trade shall be used to modify the terms hereof.