TERMS OF SERVICE

1. GENERAL

This site is owned and operated exclusively by MMG. MMG provides services through MedicaidBroker.com. By accessing or using MedicaidBroker.com, you, the "user," accept and agree to the terms below (the "Terms of Service" or "TOS") as a legal contract between you and MMG. The TOS includes and incorporates additional terms ("guidelines") applicable to particular categories or services available on MedicaidBroker.com as set forth to users. MMG may post changes to the TOS at any time, and any such changes will be applicable to all subsequent access to or use of MedicaidBroker.com. If you do not accept and agree to all provisions of the TOS, now or in the future, you may reject the TOS by immediately terminating all access and use of MedicaidBroker.com, in which case any continuing access or use of MedicaidBroker.com is unauthorized.

You are also required to comply with, and to ensure compliance with, all laws, ordinances and regulations applicable to your activities on MedicaidBroker.com.

MedicaidBroker.com is intended and designed for users 18 years of age and older, and access or use by anyone younger is not authorized.

The TOS grants you a limited, revocable, nonexclusive license to access MedicaidBroker.com and use MedicaidBroker.com, in whole or in part, including but not limited to MMG intellectual property therein, solely in compliance with the TOS.

MedicaidBroker.com and all associated logos, designs and marks are trademarks of MMG or associates and are protected by United States and international laws. The TOS do not authorize you to use MedicaidBroker.com logos or any similar or related marks for any use pertaining to classified advertising, internet advertising, social networks, online forums, online communication services or any similar or related use, or any other use that is likely to cause confusion on the part of, to cause mistake by or to deceive the public as to any affiliation, connection, association, origin, sponsorship, approval or endorsement by or with MMG.

2. MODERATION

MMG has the right, but not the obligation, to regulate content (which includes but is not limited to postings, text, code, images, video, binary files, ads, accounts, account information, flags, emails, messages and any other user communications ("content") posted to, stored on or transmitted via MedicaidBroker.com by any user (or any other third party in any manner); to regulate conduct (including but not limited to any authorized or unauthorized access to or use of MedicaidBroker.com) by any user (or any other third party in any manner); and to enforce the TOS, for any reason and in any manner or by any means that MMG, in its sole discretion, deems necessary or appropriate (including but not limited to automated and manual screening, blocking, filtering, exclusion from index pages, exclusion from search results, requiring the use of an application programming interface (API), requiring the use of a bulk posting interface, authorization, verification, and the deletion and/or termination of content, accounts and/or all or any use or access). MMG may, in its sole discretion and without notice, start, stop or modify any regulation or enforcement measures at any time. MMG action or inaction to regulate content or conduct or to enforce against any potential violation of the TOS by any user (or any other third party) does not waive MMG's right to implement or not implement regulation or enforcement measures with respect to any subsequent or similar content, conduct or potential TOS violation.

You also understand and agree that any action or inaction by MMG or any of its directors, officers, stockholders, employees, consultants, agents or representatives (collectively, "MMG Representatives") to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential TOS violation is undertaken voluntarily and in good faith, and you expressly agree that neither MMG nor any MMG Representative shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of the TOS.

Although MMG Representatives may moderate content, conduct and TOS compliance on MedicaidBroker.com at MMG's discretion, MMG Representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on behalf of MMG will "take care" of any alleged problem or complaint, or that they or anyone else on behalf of MMG will otherwise stop, cure or prevent any problem, content, conduct or purported TOS violation from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by any MMG Representative (or by anyone else acting on behalf of MMG or by anyone purportedly acting on behalf of MMG) that MMG (including but not limited to any MMG Representative, anyone else acting on behalf of MMG, or anyone purportedly acting on behalf of MMG) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported TOS violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that MMG, MMG Representatives and anyone else authorized to act on behalf of MMG shall in no circumstance be liable as a result of any representation that MMG, a MMG Representative or anyone else on behalf of MMG would or would not restrict or redress any content, conduct or potential or purported TOS violation. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by MMG's Chief Executive Officer and dated and signed by the individual or entity to whom the modification, waiver or release is granted.

MMG also has the right in its sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of MedicaidBroker.com at any time without notice. MMG and MMG Representatives shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.

3. CONTENT AND CONDUCT

a. Content

MMG does not control, is not responsible for and makes no representations or warranties with respect to any user content. You are solely responsible for your access to, use of and/or reliance on any user content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user content.

You are also responsible for any content that you post or transmit and, if you create an account, you are responsible for all content posted or transmitted through or by use of your account.

Content prohibited from MedicaidBroker.com includes but is not limited to: (1) illegal content; (2) content in facilitation of the creation, advertising, distribution, provision or receipt of illegal goods or services; (3) offensive content (including, without limitation, defamatory, threatening, hateful or pornographic content); (4) content that discloses another's personal, confidential or proprietary information; (5) false or fraudulent content (including but not limited to false, fraudulent or misleading responses to user content transmitted via MedicaidBroker.com); (6) malicious content (including, without limitation, malware or spyware); (7) content that offers, promotes, advertises, or provides links to posting or auto-posting products or services, account creation or auto-creation products or services, “flagging” or “auto-flagging” products or services, bulk telephone numbers, or any other product or service that if utilized with respect to MedicaidBroker.com would violate these TOS or MMG's other legal rights; and (8) content that offers, promotes, advertises or provides links to unsolicited products or services. Other content prohibitions are set forth in guidelines for particular categories or services on MedicaidBroker.com and all such prohibitions are expressly incorporated into these TOS as stated in section 1 above.

You automatically grant and assign to MMG, and you represent and warrant that you have the right to grant and assign to MMG, a perpetual, irrevocable, unlimited, fully paid, fully sub-licensable (through multiple tiers), worldwide license to copy, perform, display, distribute, prepare derivative works from (including, without limitation, incorporating into other works) and otherwise use any content that you post. You also expressly grant and assign to MMG all rights and causes of action to prohibit and enforce against any unauthorized copying, performance, display, distribution, use or exploitation of, or creation of derivative works from, any content that you post (including but not limited to any unauthorized downloading, extraction, harvesting, collection or aggregation of content that you post).

You agree to indemnify and hold MMG and MMG Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of: (a) content that you post or transmit (including but not limited to content that a third-party deems defamatory or otherwise harmful or offensive); (b) activity that occurs through or by use of your account (including, without limitation, all content posted or transmitted); (c) your use of or reliance on any user content; and (d) your violation of the TOS. This indemnification obligation includes payment of any attorneys' fees and costs incurred by MMG or MMG Representatives.

b. Conduct

MMG does not control, is not responsible for and makes no representations or warranties with respect to any user or user conduct. You are solely responsible for your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user or user conduct.

You are also responsible for your own conduct and activities on, through or related to MedicaidBroker.com, and, if you create an account on MedicaidBroker.com, you are responsible for all conduct or activities on, through or by use of your account.

You agree to indemnify and hold MMG and MMG Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of your own conduct or activities on, through or related to MedicaidBroker.com or MMG, and related to or arising out of any conduct or activities on, through or by use of your MedicaidBroker.com account, if any. This indemnification obligation includes payment of any attorneys' fees and costs incurred by MMG or MMG Representatives.

4. POSTING AND ACCOUNTS

This section applies to all uses and users of MedicaidBroker.com, unless MMG has specifically authorized an exception to a particular term for a particular user in a written agreement. MMG has sole and absolute discretion to authorize or deny any exception or exceptions to the terms in this section.

a. Postings

A user may post content only in the MedicaidBroker.com category to which it is most relevant and must not post content to inappropriate categories. Users may not circumvent any technological measure implemented by MMG to restrict the manner in which content may be posted on MedicaidBroker.com or to regulate the manner in which content (including but not limited to email) may be transmitted to other users. This prohibition includes, without limitation, a ban on the use of multiple email addresses (created via an email address generator or otherwise); the use of multiple IP addresses (via proxy servers, modem toggling, or otherwise); CAPTCHA circumvention, automation or outsourcing; multiple and/or fraudulent MedicaidBroker.com accounts; URL shortening, obfuscation or redirection; and content obfuscation via HTML techniques, printing text on images, inserting random text or content "spinning."

It is expressly prohibited for any third party to post content to MedicaidBroker.com on behalf of another. Users must post content only on their own behalf, and may not permit, enable, induce or encourage any third party to post content for them.

It is expressly prohibited to post content to MedicaidBroker.com using any automated means other than by means that are offered exclusively by MedicaidBroker’s features and functionality. It is also expressly prohibited for any user to develop, offer, market, sell, distribute or provide an automated means to perform any step of the posting process (in whole or in part). Any user who develops, offers, markets, sells, distributes or provides an automated means to perform any step of the posting process (in whole or in part) shall be responsible and liable to MMG for each instance of access to MedicaidBroker.com (by any user or other third party) using such automated means.

b. Accounts

A user may create an account only for his/her own behalf. A user must not permit, enable, induce or encourage others to create accounts for him/her. The creation of accounts for others is expressly prohibited. A user must only use his/her own account and may not use any account of another.

The purchase and sale of accounts is expressly prohibited. A user must create his/her account personally and manually and may not create accounts by any automated means.

5. UNAUTHORIZED ACCESS AND ACTIVITIES

To maintain the integrity and functionality of MedicaidBroker.com for its users, access to MedicaidBroker.com and/or activities related to MedicaidBroker.com that are harmful to, inconsistent with or disruptive of MedicaidBroker.com and/or its users' beneficial use and enjoyment of MedicaidBroker.com are expressly unauthorized and prohibited. For example, without limitation

The collection of MedicaidBroker.com users' personal information (including but not limited to email addresses, IP addresses and telephone numbers) is not allowed for any purpose.

Any copying, aggregation, display, distribution, performance or derivative use of MedicaidBroker.com or any content posted on MedicaidBroker.com whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) is prohibited. Any access to or use of MedicaidBroker.com to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with MedicaidBroker.com (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or “flag” content) is prohibited. This prohibition specifically applies but is not limited to software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future.

If you access MedicaidBroker.com or copy, display, distribute, perform or create derivative works from MedicaidBroker.com webpages or other MMG intellectual property in violation of the TOS or for purposes inconsistent with the TOS, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on MedicaidBroker.com or any provision of the TOS that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of MedicaidBroker.com webpages on your computer or computer server constitute "copies" under the Copyright Act, 17 U.S.C. § 101.

Any effort to decompile, disassemble or reverse engineer all or any part of MedicaidBroker.com in order to identify, acquire, copy or emulate any source code or object code is expressly prohibited.

Any activities (including but not limited to posting voluminous content) that are inconsistent with use of MedicaidBroker.com in compliance with the TOS or that may impair or interfere with the integrity, functionality, performance, usefulness, usability, signal-to-noise ratio or quality of all or any part of MedicaidBroker.com in any manner are expressly prohibited.

Any attempt (whether or not successful) to engage in, or to enable, induce, encourage, cause or assist anyone else to engage in, any of the above unauthorized and prohibited access and activities is also expressly prohibited and is a violation of the TOS.

6. USER COMMUNICATIONS, TRANSACTIONS, INTERACTIONS, DISPUTES AND RELATIONS

MMG and MMG Representatives are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, person or organization ("your interactions with others"). You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to your interactions with others.

You agree to indemnify and hold MMG and MMG Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of your interactions with others. This indemnification obligation includes payment of any attorneys' fees and costs incurred by MMG or MMG Representatives.

7. FEES

MMG may charge a fee to post content or for other features, products, services or licenses. You are responsible to MMG for any fees applicable to content that you post or other features, products, services or licenses you purchase or that are purchased through your account. You authorize MMG, or its designated payment processor, to charge your specified credit card, debit card or other payment method for such fees.

Unless otherwise specified, all fees are in United States dollars and all charges will be made in United States dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.

Except as required by law, all fees are nonrefundable. Payments and purchases may not be canceled by the user, except as required by law. However, MMG reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days.

8. DISCLAIMERS

YOUR ACCESS TO, USE OF AND RELIANCE ON MEDICAIDBROKER.COM AND CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM IS ENTIRELY AT YOUR OWN RISK. MEDICAIDBROKER.COM (INCLUDING, WITHOUT LIMITATION, THE WEBSITES, PROGRAMS, SERVICES, FORUMS AND CONTENT ACCESSED THROUGH THE WEBSITES, PROGRAMS, SERVICES AND FORUMS) IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) ARE EXPRESSLY DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, MMG ALSO DISCLAIMS ALL WARRANTIES FOR OR WITH RESPECT TO: (a) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF MEDICAIDBROKER.COM AND CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM; (b) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM; (c) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH, RELATED TO OR AS A RESULT OF USE OF MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM (INCLUDING, WITHOUT LIMITATION, ACCESSED THROUGH ANY LINKS ON MEDICAIDBROKER.COM OR IN CONTENT).

THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers as to implied warranties may not apply.

9. LIMITATIONS OF LIABILITY

MMG AND THE MMG REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF MMG OR ANY MMG REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM; ANY INABILITY TO ACCESS OR USE MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM; OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR RELATIONS THROUGH, RELATED TO OR AS A RESULT OF MEDICAIDBROKER.COM OR CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON MEDICAIDBROKER.COM AND LINKS IN CONTENT ACCESSED THROUGH MEDICAIDBROKER.COM).

You hereby release MMG and each of the MMG Representatives, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to MedicaidBroker.com or content accessed through MedicaidBroker.com, or any interactions with others arising out of or related to MedicaidBroker.com or content accessed through MedicaidBroker.com, and you expressly waive the provisions of any laws in any jurisdiction which does not provide a general release extending to claims either known or not known or suspect to exist.

THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your posted information has been copied in a way that constitutes infringement or personal violation, please contact MMG immediately to initiate an investigation.

11. INJUNCTIVE RELIEF

You acknowledge and agree that any violation or breach of the TOS may cause MMG immediate and irreparable harm and damages; consequently, notwithstanding any other provision of the TOS or other applicable legal requirements, MMG has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of the TOS. In addition to any and all other remedies available to MMG in law or in equity, MMG may seek specific performance of any term in the TOS, including but not limited to by preliminary or permanent injunction.

12. DAMAGES

In addition to any injunctive relief, you agree to pay to MMG the total amount of all actual damages (including but not limited to direct, indirect, consequential and incidental damages) caused by any violation of the TOS for which you bear responsibility; EXCEPT you acknowledge that, for certain TOS violations, actual damages would be extremely difficult or impossible to quantify. Consequently, for such TOS violations, you agree to pay liquidated damages to MMG. Furthermore you agree that the amounts of liquidated damages are reasonable estimates of MMG's damages for such violations and that liquidated damages for violations of the TOS are and will be cumulative.

13. MISCELLANEOUS

These TOS constitute the entire agreement between you and MMG and supersede any prior written or oral agreement. Other than the MMG Representatives (who are expressly included as named third-party beneficiaries of the TOS), there are no third-party beneficiaries to the TOS.

Any and all claims, causes of action or disputes (regardless of theory) between you and MMG arising out of or related to the TOS, MedicaidBroker.com or content accessed through MedicaidBroker.com shall be governed by the laws of the State of New York without regard to conflict or choice of law principles. You and MMG agree that any such claims, causes of action or disputes shall be brought exclusively in courts located within the county of Broome, New York, and you and MMG agree to submit to the personal and exclusive jurisdiction of such courts. You further agree that, regardless of any statute or law to the contrary, you must file any such claim or cause of action within one year after such claim or cause of action arose or be forever barred. If any provision of the TOS is found by a court of competent jurisdiction to be unenforceable, all other provisions of the TOS shall remain in full force and effect.