Platform Terms of Use

These terms of use (“Terms of Use”) govern your use of our online interfaces and digital properties, e.g., websites, subdomains,  and mobile applications (collectively, the “Platform”) owned and controlled by GuideWell Mutual Holding Corporation (“GuideWell”, “we”, “our”, or “us”).  Your use of the Platform is conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein.  Your use of the Platform constitutes your acceptance and agreement to all such terms, conditions, and notices.  If you do not agree to the terms and conditions of use, you may not access or otherwise use the Platform.

1.    Acceptance and Scope of the Terms of Use
These Terms of Use also apply to all content, functionality,  products, , tools, and services (“Services”) available or offered on or through the Platform, or any Application Programming Interface we may make available for your use or for a third party to use on your behalf (“API”), whether as a guest, registered user, or health plan member.  The terms “you” and “your” means you, your caregivers and authorized representatives, your dependents,  and for and any other person accessing the Platform.
Please read the Terms of Use carefully before you start to use the Platform.  BY USING THE PLATFORM OR BY CLICKING ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE, GUIDEWELL’s PRIVACY POLICY, FOUND AT https://guidewell.com/disclaimer/privacy (“Privacy Policy”). If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

2.    Platform Content/Availability of Services
GuideWell  operates subject to applicable state and federal regulations, and the Services may not be available in your state.  This Platform is intended for a United States audience.  If you live outside the U.S., you may see information on this Platform about products or therapies that are not available or authorized in your country.  You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located.  Access to and use of the Platform or the Services is limited exclusively to users located in States within the United States where the Services are available.  Services are not available to users located outside the United States.  Accessing the Platform or Services 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 may change, suspend, or discontinue any of the services at any time.  GuideWell 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 Platform, including specifically the guidewell.com site, may suffer outages from time to time and we make no warranties or guarantees with respect to availability of the site.

3.    No Users Under 18 Years Old
In order to access the Platform and the Services, you represent and warrant that you are at least 18 years old.  If you are under the age of 18, please do not attempt to register with us at this Platform or provide any personal information about yourself to us.

4.    Eligibility; Platform Access, Security and Restrictions; Passwords
You can register on the Platform for various services and communication. You agree to fully, accurately, and truthfully create any login credentials, which may consist of an email address, username, and password (collectively “Credentials”).  Your Credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Credentials, and for all unauthorized activities that occur under such Credentials arising from your failure to maintain such confidentiality.  You agree to prohibit anyone else from using your Credentials and agree to immediately notify GuideWell  of any actual or suspected unauthorized use of your Credentials or other security concerns of which you become aware.  You also agree that GuideWell may require you to use Credentials that satisfy certain security standards, including using unique Credentials that are not used by you to access any other site or account.  GuideWell may disable or revoke your access to the Platform if we determine, in our sole and absolute discretion, that your account on the Platform was subject to unauthorized access.  Your access to the Platform or affiliated sites may be revoked at any time with or without cause.
You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation: (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers, or otherwise circumvent measures we may use to prevent or restrict access to the Platform.  Violations of system or network security may result in civil or criminal liability.  Florida Blue may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.  You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Platform or any activity being conducted on this Platform.

5.    Accuracy and Reliability of Information
Although GuideWell attempts to ensure the integrity and accuracy of the information presented on the Platform and Service descriptions, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the information presented on or accessed through the Platform, Service descriptions, pricing, costs and cost estimates,  and other content on the Platform.  It is possible that the Platform could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Platform by third parties.  Additionally, information provided by third parties may not have been reviewed for accuracy or completeness.  When you access a non-GuideWell site, please understand that it is independent from GuideWell , and that GuideWell  has no control over the content on that website.  In addition, a link to a non-GuideWell  website does not mean that GuideWell endorses or accepts any responsibility for the content, or the use, of the linked site.  It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature.  If you decide to access any of the third-party sites linked to the Platform, you do this entirely at your own risk.
In the event that an inaccuracy arises, please inform us so that it can be corrected.  We reserve the right to unilaterally correct any inaccuracies on the Platform without notice.  EXCEPT FOR OUR OWN SOCIAL MEDIA CONTENT OR THE WEBSITES OF VENDORS AND OTHER THIRD PARTIES THAT SPECIFICALLY PROVIDE INFORMATION UNDER CONTRACT AND ON BEHALF OF GUIDEWELL , GUIDEWELL WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR INFORMATION OR CONTENT POSTED TO THE PLATFORM FROM ANY THIRD PARTY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW AND REGULATION.
We have made significant efforts to accurately display the colors and appearance of our Platform.  However, as the actual colors you see will depend on your monitor or device, we cannot guarantee that your display of any color or graphic will be accurate.
We are not responsible for maintaining information or results arising from your use of the Platform or with respect to the Services and these tools.  We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Platform or the Services in accordance with our internal record retention or destruction policies.

6.    Interoperability APIs
We have created a series of application programming interfaces or APIs that third parties can use to access your information through the Platform at your request (the “Interoperability APIs”).  These third parties that use the Interoperability APIs may not be GuideWell  affiliated companies and GuideWellhas no control over these third parties.  GuideWell has no responsibility for how the third party uses such information.  Accordingly, GuideWell has no responsibility for the accuracy, privacy, or security of your information once it is accessed by the third party through the Interoperability APIs.  GUIDEWELL EXPRESSLY DISCLAIMS ANY LIABILITY RESULTING FROM YOUR USE OF THE INTEROPERABILITY APIs.

7.      Disclaimer of Warranties 
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK.  THE CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED.  NEITHER GUIDEWELL, NOR ANY PERSON ASSOCIATED WITH GUIDEWELL , MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, TIMELINESS, OR AVAILABILITY OF THE PLATFORM, OR SERVICES OR CONTENT OBTAINED THROUGH THE PLATFORM.  WITHOUT LIMITING THE FOREGOING, NEITHER GUIDEWELL , NOR ANYONE ASSOCIATED WITH GUIDEWELL , MAKES ANY WARRANTY OR REPRESENTATION THAT THE PLATFORM, OR SERVICES OR CONTENT OBTAINED THROUGH THE PLATFORM, WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF  THE PLATFORM, PLATFORM-RELATED SERVICES, AND LINKED WEBSITES.  GUIDEWELL DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING.  YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.  
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY GUIDEWELL ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8.    Limitation of Liability Regarding Use of Platform
IN NO EVENT WILL GUIDEWELL, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSMITTED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF FLORIDA BLUE HAS BEEN ADVISED OR THE POSSIBILITY OF DAMAGES.  YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
GUIDEWELLDOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE PLATFORM.  YOU ACKNOWLEDGE THAT ANY RELIANCE UPON SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK.  GUIDEWELL  RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE PLATFORM.  GUIDEWELL DOES NOT AND CANNOT REVIEW ALL MATERIALS POSTED TO THE PLATFORM BY USERS, AND GUIDEWELL  IS NOT RESPONSIBLE FOR ANY SUCH MATERIALS POSTED BY USERS.  HOWEVER, GUIDEWELL  RESERVES THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION AS NECESSARY TO SATISFY ANY LAW, REGULATION, OR GOVERNMENT REQUEST, OR TO EDIT, REFUSE TO POST, OR TO REMOVE ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, THAT IN GUIDEWELL’S SOLE DISCRETION ARE OBJECTIONABLE OR IN VIOLATION OF THIS AGREEMENT.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, PLATFORM-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE PLATFORM AND/OR THOSE SERVICES.  TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF GUIDEWELL  TO YOU WITH RESPECT TO YOUR USE OF THESE PLATFORM IS $500 (FIVE HUNDRED DOLLARS).

9.    Limited Use License and Content Ownership
All pages within this Platform and any material made available for download are the property of GuideWell, or its licensors or suppliers, as applicable.  The Platform is protected by United States and international copyright and trademark laws.
Subject to these Terms of Use, GuideWell grants you a personal, nontransferable, nonexclusive, revocable, limited license, (except as provided below), to use the object code version of the Platform and view the Content on the Platform.  All rights not expressly granted to you in these Terms of Use are reserved and retained by GuideWell or its licensors, suppliers, publishers, rights holders, or other content providers.  Neither the Platform and Services, nor any part of the Platform and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of GuideWell.  Notwithstanding the foregoing, you may print a reasonable number of copies of the Content for your personal use, but in such case, you must reproduce all proprietary copyright and trademark notices.  You may not frame or utilize framing techniques to enclose, or deep-linking of, any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GuideWell without prior express written consent.  You may not use any meta tags or any other "hidden text" utilizing GuideWell’s name or trademarks without the prior express written consent of GuideWell.  You may not misuse the Platform or Services.  You may use the Platform and Services only as permitted by law.  
In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential (except for personal information as described in our Privacy Policy) and nonproprietary.  You hereby grant the GuideWell a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.
Some Platforms operated by the GuideWell include trademarks or logos belonging to other third-party licensors and are used pursuant to an agreement with such third parties.
We may terminate this license at any time for any reason.  If you breach any of these Terms of Use, your license to the Content terminates immediately.  Upon the termination of this license, you must stop using this Platform, including all Content, and return or destroy all copies, including electronic copies, of the Content in your possession or control.

10.    Indemnification
You agree to defend, indemnify, and hold harmless GuideWell and its affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorneys’ fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Platform, Services or any information posted on the Platform; (ii) any improper use or sharing of your password or other login credentials, and activity occurring under or using your account, password or other credentials; (iii) your breach of the Terms of Use or Privacy Policy; (iv) the content or subject matter of any information you provide to GuideWell or our agents; or (v) any negligent or wrongful act or omission by you in your use or misuse of the Platform,  Services, or any information on the Platform, including without limitation, infringement of third-party intellectual property rights, privacy rights, or negligent or wrongful conduct.

11.    User Information
If you submit, upload, post, or transmit any personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Platform (“User Information”), you agree not to provide any User Information that: (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity; or (c) contains or transmits a virus or any other harmful component.  You agree not to contact other Platform users through unsolicited e-mail, telephone calls, mailings, or any other method of communication.  You represent and warrant to GuideWell that you have the legal right and authorization to provide all User Information to GuideWell for use as set forth herein and required by GuideWell.
GuideWell may de-identify your information such that it is no longer considered personally identifiable information.  GuideWell may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes unless prohibited by law or regulation.
GuideWell may monitor your use of this Platform, and subject to GuideWell's Privacy Policy, GuideWell may freely use and disclose any information and materials received from you or collected through your use of this Platform for any lawful reason or purpose.

12.    Use of Social Media 
GuideWell maintains 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 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.

13.    Text Messaging 
GuideWell may offer the option to receive certain information by text messages using Short Message Service (“SMS”) or other text messaging technologies (“Texts”).  You must be 18 years of age or older to use these services and agree to GuideWell’s Privacy Policy and other applicable terms.
When you elect to receive text messages and alerts you are consenting to receive texts from GuideWell, its affiliates, and others acting on their behalf, including texts using automated technologies and without regard to state or federal limitations on the frequency of calls or messages.  When you elect to receive text messages or enroll a number to do so you agree that the phone number used is yours, or you are an authorized user, and the registered mobile device can receive text messages.  Text message frequency varies, and message and data rates apply.  If you have any questions about your text plan or data plan, contact your wireless provider.  Carriers are not liable for delayed or undelivered messages.
You can cancel the SMS service for subscribed messages at any time by replying with the keyword “STOP”.  After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed.  If you are subscribed to multiple campaigns, you can unsubscribe individually to a message with the keyword “STOP” or all associated campaigns by replying with the keyword “STOP ALL.”  Please keep in mind that you may have to unsubscribe separately for SMS messages sent by third parties.  If you need additional help, please call 1-800-352-2583 for assistance. SMS Major carriers supported: AT&T, Verizon Wireless, Sprint, and T-Mobile USA.  Additional carriers:  Indigo Wireless, MetroPCS, Bluegrass Cellular, Illinois Valley Cellular, Viaero Wireless, Pine Belt, GCI Communications, Nex Tech Communications, Shelcomm, Duet Wireless, Inland Cellular, James Valley Cellular (JVC), Standing Rock Telecom, Cross Wireless, Northwest Missouri Cellular, Alaska Communications Systems (ACS), Thumb Cellular, Carolina West Wireless, Union Telephone, MTPCS Cellular One (Cellone Nation), Cordova, Copper Valley Telecom, ASTAC, Rural Independent Network Alliance (RINA), West Central Wireless, Chat Mobility, SouthernLINC, Panhandle Wireless, Cellcom, Truphone, Google Voice, United Wireless, bandwidth.com (includes Republic Wireless), Altice Mobile, Atlantic Tele-Network International (ATNI), Brightlink, Inteliquent, Aerialink, Blue Wireless, Chariton Valley Cellular, Digital Communications Consulting, TextMe, Pioneer Cellular, East Kentucky Network (Appalachian Wireless), Limitless Mobile, Cellular One of N.E. Arizona, Nemont US UMTS, Nemont CDMA, MTA Wireless/Matanuska Kenai, Pine Cellular, Triangle Wireless, Telnyx, Enflick, C Spire Wireless (aka Cellular South), Virgin Mobile, Boost Mobile, and United States Cellular Corp.
If you have any questions regarding privacy, please read our Privacy Policy.

14.    Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our Platform.  If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
GuideWell 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’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Platform
    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 Platform 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 Platform 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.
Deliver this Notice, with all items completed, to:
GuideWell Mutual Holding CorporationAttn:  Legal Affairs Division / DCC 1-7
4800 Deerwood Campus Parkway
Jacksonville, FL 32246
 

15.      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 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 and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, or GuideWell and its affiliates.

16.     Assignment
You may not assign, transfer, or delegate the Terms of Use or any part thereof without GuideWell ’s prior written consent.  GuideWell 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. 

17.    Governing Law and Dispute Resolution.
This Agreement is governed by the laws of the State of Florida applicable to agreements entered into and wholly to be performed therein.  You hereby consent to the exclusive jurisdiction and venue of the state and federal courts within Duval County, Florida for the resolution of all disputes arising out of use of this Platform and the Services.

18.    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.

19.    Legal Process
This Agreement is subject to existing laws and legal process.  Nothing in this Agreement shall derogate GuideWell 's right to comply with law enforcement requests or requirements relating to your use of this Site or information provided to or gathered by GuideWell with respect to such use.

20.     Invalidity
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

21.    Revisions; General 
GuideWell reserves the right, in its sole discretion, to terminate your access to all or part of the Platform, with or without cause, and with or without notice.  GuideWell 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 Platform 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 Platform.