License Agreement for Health Care Expenses Table
Revised August 31, 2011
This License Agreement (“Agreement”) is a legal agreement between you (an employer, or a TPA, insurer, HSA trustee, or other firm providing health FSA, HRA, or HSA services to others) and Thomson Reuters (Tax & Accounting) Inc., d/b/a EBIA (“EBIA”) governing your nonexclusive right to access an online version of EBIA’s Health Care Expenses Table (the “Table”) by placing a link to the Table on your website so that, when the link is clicked by your users, the Table will be displayed.
The Table resides on EBIA’s website or on a third-party website arranged by EBIA. You must agree to the terms of this Agreement before you place the link to the Table on your website. Retaining the link on your website constitutes your ongoing agreement to all of the terms and limitations contained in this Agreement, which may change from time to time, as determined by EBIA in its sole discretion. You may obtain a copy of the current form of this Agreement by visiting our website ebia.com or by contacting EBIA at firstname.lastname@example.org. This Agreement cannot be assigned or transferred by you to any third party.
License to Use; EBIA’s Copyright
EBIA grants you a limited, nonexclusive, nontransferable right to place a link to the Table on your website for a one-year period. EBIA provides you with a link to the Table which your users will click to access the Table. You can place the link on any secure, password-protected page of your website. Upon request and EBIA’s prior written approval, you may alternatively place the link in a public area of your website. In such case, the user must enter an access code to access the Table. EBIA will furnish you the access code, which you may provide to your authorized users (i.e., employees or clients, depending on your license level). You may furnish the access code in written (print or email) or oral communications, but the code may not be displayed in a public area of your website. EBIA reserves the right to change the link (and the access code) periodically as EBIA deems appropriate for security or other reasons. It is understood that EBIA will license the Table to other nonexclusive users besides you.
EBIA is the exclusive owner of the Table and owns the copyright to the Table. Copyright, trademark, trade secret, and other laws and treaties relating to intellectual property rights protect the Table. Neither you nor any user accessing the Table through your website may copy, modify, reverse engineer, de-compile, disassemble, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit the Table, in whole or in part, in print or electronic form. Any such acts shall constitute an infringement of EBIA’s copyright and proprietary rights. You will be liable for any damage resulting from any infringement of EBIA’s copyright and proprietary rights, and you agree to pay as liquidated damages $10,000 per infringing act (or such greater amount of damages that may be available under copyright law). EBIA reserves the right to audit your records, computers and systems periodically to assess compliance with the terms of this Agreement. If you know or have reason to know that any unauthorized person or entity is accessing the Table, you must advise EBIA of such unauthorized access by sending an email with details to email@example.com.
EBIA will update the Table periodically. If there are entries that you would like to see included in the Table, or entries that you would like EBIA to revise, please send an email to firstname.lastname@example.org with your recommendations. EBIA in its sole discretion will determine what entries to include in the Table.
If you experience any difficulty accessing the Table, please send an email to email@example.com. Support will normally be provided within one business day. EBIA will not provide any type of customer service directly to the end-user, and any end-user who contacts EBIA for assistance will be redirected to your IT department.
On rare occasions, it’s possible that the Table may be inaccessible due to technical difficulties. When this occurs and EBIA is notified of it, EBIA will work to correct the problem as soon as possible during normal working hours.
Disclaimer and Indemnification
Each item, service, or charge in the Table is classified as a “qualifying expense” (normally qualifying for reimbursement under a health FSA or HRA or for a tax-free distribution from an HSA), a “potentially qualifying expense” (depending on the facts, sometimes qualifying and sometimes not qualifying), or “not a qualifying expense.”
The Table represents EBIA’s interpretation of the Internal Revenue Code, Treasury regulations, and both formal and informal IRS guidance. Because the applicable rules are not always clear, reasonable minds may differ about EBIA’s interpretations—about how some items, services, or charges are classified in the Table. The Table provides general information and its entries may be changed without notice.
With respect to an employer’s or administrator’s health FSA or HRA, the Table assumes that the health FSA or HRA is designed to reimburse any and all health care expenses that IRS guidance would permit (i.e., no exclusions). It is your responsibility to communicate to employees/end-users that while the Table is a helpful guide for them, the plan administrator of the health FSA or HRA makes the final call as to whether an item is reimbursable, and it is your responsibility to communicate to employees/end-users any items that the health FSA or HRA will not reimburse even though the Table indicates that the item is either a qualifying expense or a potentially qualifying expense (i.e., it is your responsibility to disclose to employees/end-users any exclusions from coverage or other limitations, restrictions, or special rules). It is also your responsibility to communicate to employees/end-users any operating rules for receiving reimbursements, including what procedures to follow to request reimbursement, the time period within which expenses must be incurred to be reimbursed, reimbursement limits, etc.
While every effort has been made to make sure that the Table accurately shows what health care expenses can be reimbursed by a health FSA or HRA or be distributed from an HSA on a tax-free basis, the Table is being provided “as-is” and EBIA makes no warranty or representation, either express or implied, with respect to the Table, including its quality, accuracy, performance, merchantability, or fitness for a particular purpose. You assume the entire risk as to the results and performance of the Table. EBIA does not warrant, guarantee, or make any representations regarding the use of, or the results obtained with, the Table in terms of accuracy, correctness, or reliability.
In no event will EBIA be liable for direct, indirect, special, incidental, or consequential damages arising out of delays, errors, omissions, inaccuracies, or the use or inability to use the Table, or for interruption of the Table, from whatever cause. This will apply even if EBIA has been advised that the possibility of such damages exists.
Specifically, EBIA is not responsible for any costs, including those incurred as a result of lost profits or revenue, loss of data, the cost of recovering such programs or data, the cost of any substitute program, claims by third parties, or for other similar costs. In no case will EBIA’s liability exceed the amount of the license fees actually paid for the most recent one-year license period.
These disclaimers apply to all types of claims, whether sounding in breach of contract, breach of warranty, manufacturer’s negligence, strict liability, misrepresentation and any other type of claim.
In the event that any claim is brought against EBIA in connection with any person who accessed the Table through you, you agree to indemnify and hold EBIA harmless from said claims, including reimbursing it for any attorneys’ fees and costs incurred in defending such claims.
The Table provides general information and is made available with the understanding that EBIA is not engaged in rendering legal, accounting, or other professional service. If tax or legal advice is required, the services of a competent professional should be sought.
Termination and Discontinuance
This Agreement shall terminate on the earlier date of 1) any violation of any term or condition of this Agreement or 2) the last day of the month that is 12 months from the date that EBIA sends you the link to the Table to place on your website. After your one-year license period ends, the Table will become inaccessible from your website. Prior to the normal expiration of your license you will be given the opportunity to purchase a renewal of your license for an additional one-year period at the then prevailing license price, if EBIA continues to offer the Table and no term of this license agreement has been breached. If you do not purchase a renewal of your license before the Agreement terminates, you must promptly remove the link to the Table from your website. Your failure to comply with any term of this Agreement shall cause your license to automatically terminate, without limiting EBIA’s right to pursue any other remedy available to it by law.
EBIA reserves the right to discontinue the Table at any time, in its sole discretion, in which event EBIA will refund to you a pro-rata portion of your purchase price for the unused period remaining on your license and this Agreement shall be deemed terminated. Upon such discontinuance and termination, the Table will become inaccessible from your website and you shall be obligated to promptly remove the link to the Table from your website.
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Exclusive jurisdiction for any dispute shall be in King County, Washington Superior Court. The prevailing party in any dispute will be entitled to recover from the other party all of its attorneys’ fees and costs incurred in the dispute.