BY CLICKING THE “ACKNOWLEDGEMENT” BOX AND LOGGING INTO THE E-SERVICES APPLICATION (APPLICATION), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE; AND ACCEPT THE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE APPLICATION.

Application Access & Use: Access to and use of E-Services is limited to employees, employer consultants and duly authorized representatives (Users) of the Client/Employer/Plan Sponsor (Client User or User). Access is through a User ID and password issued to each User.

User Termination: Client User shall notify Matrix Absence Management, Inc. (Matrix) immediately in the event a User is no longer authorized to have access to E-Services, or in the event that the User ID and/or password of an Authorized User become compromised. Matrix reserves the right to deny access to E-Services to any User at our discretion.

Confidential Information: User acknowledges that information available through E-Services is confidential and may include confidential medical or financial information relating to plan participants. Only Users are authorized to access this information and only in conjunction with their duties associated with their role(s). Users will take all steps necessary to prevent the use or disclosure of any personal financial information, personal medical information or Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996) except as may be required for plan administration, and as may be permitted by law. Certain E-Services functions permit Authorized Users to upload confidential/non-public information via the Internet. We strongly urge you to install compatible encryption software before uploading any confidential data using the E-Services Application. Matrix is not responsible for the loss of or misuse by unauthorized persons of any confidential information uploaded using the E-Services or Mobile Applications.

Prohibition Against Scraping, Bots, Automated Scripting, and Similar Automated Methods: Matrix strictly prohibits the use of any automated systems or software to extract data from E-Services, including devices, scripts, bots, automated processes, or any other means or processes (including crawlers, browser plug-ins and add-ons, or any other technology or manual work) to extract and/or scrape Matrix content, data, and products and services made available through E-Services. Such tools violate these terms of use and those specific contracts for products and services made available through Matrix. Matrix also prohibits the bypassing or circumventing of any security controls, access controls or technology measures and/or service use limits.

Indemnification: User agrees to indemnify, defend, and hold harmless Matrix and its directors, officers, employees, and agents from and against any and all liability, loss, damages, claims, lawsuits, settlements, judgments, liens, costs, penalties and expenses, including reasonable attorney's fees, arising from or relating to your misuse of the E-Services Application or your breach of these Terms of Use, including but not limited to the content you submit or make available through this Application.

Disclaimer of Warranties: We make no representations or warranties about the functionality of E-Services or any information, text or graphics contained therein, and such materials are provided on an "as is" basis. We do not guarantee that the information contained on E-Services is suitable for any particular purpose. All content and functionality of E-Services is subject to change, without prior notice.

Limitation of Liability: Under no circumstances shall we be liable to a User or any other person for any damages (whether direct, incidental, indirect, consequential or punitive) that result from the use of or inability to use E-Services, whether or not we have been advised of the possibility of such damages.

Governing Law: All aspects of this Agreement will be governed by the law of the state of Delaware, without reference to its choice of law provisions.