Effective Date: February 26, 2015.
This website is owned by Warner Pacific Insurance Services (“Warner Pacific”). Warner Pacific is located in Westlake Village, California and is licensed to do business as an insurance agent in California (license #0764260) and Colorado (license #351162).
Use of Website: By using this Website, you represent that you are at least eighteen (18) years of age and are a resident of the United States. This Website is provided for your informational use only. The information within this website includes, but is not limited to, rates and benefits for products of companies represented by Warner Pacific.
Client-specific information that is entered into and generated by this system, including online and/or printed proposals,is confidential and, with the exception of Warner Pacific personnel and other parties authorized by Warner Pacific, may only be accessed by the user from whom the information originated. If you have received a proposal in error, please contact Warner Pacific at firstname.lastname@example.org and either delete, destroy, or return the proposal to Warner Pacific immediately.
Warner Pacific may change or restrict your use of this Website and/or make changes to the products and services described on the Website at any time without notice. Use of this website is granted by permission only and may be revoked at any time without notice.
Lawful Purpose: By using this Website, you represent that you are using this website for a lawful purpose. Any use of this website and information generated by it that is in violation of any Federal, State or Local regulation (including insurance regulations) is prohibited.
Products/Services illustrated on Website:Nothing within this Website, nor the proposals or any other materials it generates, should be deemed a contract for coverage or a solicitation of an application for coverage. You may not be eligible for all of the insurance products or services described in this Website even if you received an insurance quotation from this website. The insurance quotations obtained by use of this site do not constitute an offer of insurance and are subject to the approval of the respective insurance providers. No contract for the provision of a policy of insurance is formed by the use of this Website. Warner Pacific does not have the authority to bind and/or approve any application for coverage.
User Submissions: By submitting information or materials through this Website, you grant to Warner Pacific an unrestricted, irrevocable, worldwide, royalty-free license to use and transmit such information and materials as described in this TOU (which incorporates the other policies posted on the Privacy section of the Website), including without limitation, disclosing any such information and materials as necessary to satisfy any law, regulation, or governmental request.
You agree not to submit or transmit any e-mails or materials through the Website that (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus, worm, Trojan horse or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party‘s permission or (iv) otherwise violate any applicable laws.
Warner Pacific shall not be subject to any obligations of confidentiality regarding any information or materials that you submit except as specified in the TOU and the policies on the Privacy section of this Website, and as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed to or required by law.
Disclaimer of Warranties: This Website and any products of services available through the Website are provided to your on an “as is,” “as available” basis without warranties of any kind, either express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, systems integration, accuracy, and non-infringement. Warner Pacific, its direct and indirect parents and subsidiaries, each such entity’s employees, officers, directors, agents, and any other parties involved in creating, producing or distributing Warner Pacific’s Website services (“the Warner Pacific Parties”) make no representations or warranties that use of the Website materials will be uninterrupted or error-free. You are responsible for taking all necessary precautions to ensure that any materials you may obtain are free of viruses or any other harmful components.
The Warner Pacific Parties make no warranties or representations related to the information contained on this Website and disclaim all liability for errors or omissions in the information presented. The Warner Pacific Parties make no warranties or representations related to the accuracy of any of the information contained within this website. For a complete description of benefits, limitations, exclusions, and participation requirements, interested parties are strongly advised to contact the insurance company or issuer of coverage directly. Among other things, offers of coverage and determination of final rates and benefits all remain the exclusive authority of the insurer and/or issuer of the policy.
The Warner Pacific Parties make no warranties or representations related to the accuracy of any medical provider information contained within this Website or any other websites that are linked to our Website. These medical provider lists may not be accurate, should not be relied on, and should not be the final say for determining which plan and/or provider network is the most suitable choice for someone. Medical providers should be contacted directly for confirmation of their participation within an insurance plan and/or network.
Certain assumptions may have been made in the development of our proposals, including, but not limited to, industry classification, dependent status, employee zip codes, and employer/employee premium contributions. The assumptions used, if any, in the development of our proposals may not be correct and may cause the final rates and benefits to differ from those in the proposals. For a variety of reasons, including miscommunication and/or date entry errors (including those made by Warner Pacific personnel), rates and benefits generated by this Website may be inaccurate. These and other factors may also cause the final rates and benefits to differ from those included in a proposal.
Use of this website is deemed an acknowledgement by the user of his/her understanding and acceptance of the fact that responsibility for the accuracy of census information, rate calculations, and all other documents in the proposals rests solely with the user, regardless of who entered the data (including an employee of the Warner Pacific Parties).
Disclaimer of Liability: Your use of this website is at your own risk. Under no circumstances, including negligence, shall Warner Pacific, its direct and indirect parents and subsidiaries, each such entity’s employees, officers, directors, agents, and any other parties involved in creating, producing or distributing Warner Pacific’s Website services (“the Warner Pacific Parties”) be liable in contract, tort, negligence, strict liability, or otherwise, for any damages whatsoever, whether special, consequential, direct, indirect, incidental, punitive, or otherwise, that may be suffered by the user, even if the Warner Pacific Parties have been advised, knew or should have known of the possibility of such damages, including but not limited to: (i) loss of data resulting from delays, non-deliveries, human error, technical malfunctions, failures, omission, interruption, deletion, or defect of any telephone network, computer online systems, computer equipment, server providers, or software; (ii) any injury or damage to user’s or any other person’s computer relating to or resulting from use of the website; (iii) inability to access storage Service(s); (iv) theft, tampering, destruction, or unauthorized access to, or alteration of content; (v) any incorrect or inaccurate information disseminated or provided; or, (vi) service interruptions by any cause or errors or omissions of the user.
Indemnification: You agree that you shall defend, indemnify, save, and hold Warner Pacific, its direct and indirect parents and subsidiaries, each such entity’s employees, officers, directors, agents, and any other parties involved in creating, producing or distributing Warner Pacific’s Website services (“the Warner Pacific Parties”) harmless from any and all demands, lawsuits, charges, liabilities, losses, costs, and claims, including reasonable attorneys‘ fees, ("Liabilities") asserted against the Warner Pacific Parties that may arise or result from any service provided or performed or agreed to be performed or any product sold by you or your employees, clients, or assigns. You agree to defend, indemnify, and hold harmless the Warner Pacific Parties against any and all Liabilities, including but not limited to those arising out of: (i) any actual or alleged breach of this TOU, or any related or subsequent agreements, by you, your affiliates and subsidiaries, their respective employees, or anyone authorized to act on your behalf; (ii) any negligence or willful misconduct by you or your affiliates or subsidiaries, or the respective employees or agents of such entities, or anyone else authorized to act on your behalf; (iii) any injury to person or property caused by any products sold or otherwise distributed in connection with the Warner Pacific Parties or services provided by the Warner Pacific Parties; (iv) any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party; (v) copyright infringement; (vi) any claim or allegation that your services or products violate any law, ordinance, rule, statute, or regulation of any jurisdiction; (vii) any claims from your employees, agents, independent contractors, sub-contractors, and/or suppliers with respect to any lien for nonpayment of services or materials; and (viii) any defective product which you sold while using Warner Pacific.
Copyright: This Website is protected by U.S. copyright laws. Except as expressly provided under this TOU, you may not use, reproduce, modify, transmit, distribute, or publicly display this Website without the prior written consent of Warner Pacific.
Contacting Warner Pacific: If you have Website questions, comments, or concerns, please emailSolutions@WarnerPacific.com. Please include details of your questions, comments, or concerns, including your complete name and contact information.
Severability: Should any provision of the TOU or any policies posted on the Privacy section of the Website be held invalid, unlawful, or for any reason unenforceable, then that respective provision shall be severable from the remaining provisions. Such invalid, unlawful or unenforceable provision shall not affect the validity or enforceability of the remaining provisions.
Dispute Resolution: Any controversy or claim arising out of or relating to the TOU or the Website shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Orange County, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
Business Associate Agreement
Effective Date: February 26, 2015.
By logging onto our system using your personal login credentials (User ID and Password), you are agreeing to the terms and conditions set forth in the Business Associate Agreement as follows:
This Business Associate Agreement (“Agreement”) is entered into effective Effective Date: February 26, 2015. (the “Effective Date”), by and between you, the Agent, or the Agency that you represent (“Business Associate”), on the one hand, and Warner Pacific Insurance Services, Inc. (“General Agent”) on the other.
WHEREAS, Business Associate is the agent/broker for its employer clients (“Employer”), which sponsor and maintain an employee welfare benefit plan (“Covered Entity”), and Warner Pacific Insurance Services, Inc. acts as a general agent with respect to insurance and HMO policies and contracts entered into by the Employer and Covered Entity;
WHEREAS, Business Associate’s services are required and have been retained in connection with the administration of the benefits offered by Covered Entity; a true and correct copy of the agreement between such employer/covered entity and Business Associate is retained by the Business Associate/Agent;
WHEREAS, in the course of providing services to Covered Entity, Business Associate may perform functions or activities involving the use or disclosure of protected health information (“PHI”) pertaining to participants and beneficiaries of Covered Entity, and, in turn, General Agent may perform functions or activities involving the use or disclosure of such PHI in the course of providing services to Business Associate;
WHEREAS, the Secretary of Health and Human Services has issued regulations requiring a contract between Covered Entity and Business Associate in order to protect against the unauthorized use and disclosure of protected health information by Business Associate, and, in turn, requiring a contract between Business Associate and General Agent to the extent that General Agent is a Subcontractor of Business Associate that creates, receives, maintains, or transmits PHI on behalf of Business Associate;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. Any other terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the HIPAA Rules.
- Specific definitions:
- Subcontractor. “Subcontractor” shall generally have the same meaning as the term “subcontractor” at 45 CFR 160.103. In this Agreement, Subcontractor shall mean General Agent, to the extent that General Agent is a Subcontractor of Business Associate that creates, receives, maintains, or transmits PHI on behalf of Business Associate.
- Business Associate. "Business Associate" shall generally have the same meaning as the term “business associate” at 45 CFR 160.103. In this Agreement, Business Associate shall mean you (the Agent) or the Agency that you represent.
- Covered Entity. "Covered Entity" shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103. In this Agreement, Covered Entity shall mean the employer/covered entity to which the Business Associate has sold insurance products and for which the Business Associate has used General Agent for services.
- HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
II. OBLIGATIONS AND ACTIVITIES OF GENERAL AGENT
General Agent agrees to:
- Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
- Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;
- Report to Covered Entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
- In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of General Agent agree to the same restrictions, conditions, and requirements that apply to General Agent with respect to such information;
- Make available protected health information in a designated record set to the Business Associate as necessary to satisfy Business Associate’s or Covered Entity’s obligations under 45 CFR 164.524;
- Make any amendment(s) to protected health information in a designated record set as directed or agreed to by Business Associate pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Business Associate’s or Covered Entity’s obligations under 45 CFR 164.526;
- Maintain and make available the information required to provide an accounting of disclosures to Business Associate as necessary to satisfy Business Associate’s or Covered Entity’s obligations under 45 CFR 164.528;
- To the extent General Agent is to carry out one or more of Covered Entity‘s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and
- Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
- General Agent agrees to be familiar and comply with any applicable state privacy laws which are more stringent than the Privacy Rule, including but not limited to the Insurance Information and Privacy Protection Act, Cal. Ins. Code §§ 791-791.27 and the accompanying regulations promulgated by the California Department of Insurance, Cal. Admin. Code, title 10, §§ 2698.1689.24, the Confidentiality of Medical Information Act, Cal. Civ. Code §§ 56-56.37.
III. PERMITTED USES AND DISCLOSURES BY GENERAL AGENT
- General Agent may only use or disclose protected health information as necessary to perform the services set forth in the its service agreement with Business Associate, or to the extent required to perform the services for which it has been retained by Business Associate. These services may include:
- Coordination with Business Associate, carriers and other business associates, as directed
- Provide quoting services, proposal generation, applications, enrollment support, supplies, and materials for the carriers and plans selected by the Agent and the Covered Entity.
- Customer service support to Business Associate and his/her employer clients/covered entities
General Agent may use PHI to de-identify the information consistent with 45 CFR 164.514(a)-(c).
- General Agent may use or disclose protected health information as required by law.
- General Agent agrees to make uses and disclosures and requests for protected health information consistent with Business Associate’s minimum necessary policies and procedures; any such disclosure shall be consistent with the minimum necessary standards in the HIPAA Rules.
- General Agent may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in subsections (e) and (f) below.
- General Agent may use protected health information for the proper management and administration of General Agent or to carry out the legal responsibilities of General Agent.
- General Agent may disclose protected health information for the proper management and administration of General Agent or to carry out the legal responsibilities of General Agent, provided the disclosures are required by law, or General Agent obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies General Agent of any instances of which it is aware in which the confidentiality of the information has been breached.
- General Agent may provide data aggregation services relating to the health care operations of Covered Entity.
IV. OBLIGATIONS OF BUSINESS ASSOCIATE/AGENT
- Business Associate shall notify General Agent of any limitation(s) in Covered Entity’s notice of privacy practices under 45 CFR 164.520, to the extent that such limitation may affect General Agent’s use or disclosure of PHI.
- Business Associate shall notify General Agent of any changes in, or revocation of, permission by an individual to use or disclose PHI, to the extent that such changes may affect General Agent’s use or disclosure of PHI.
- Business Associate shall notify General Agent of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect General Agent’s use or disclosure of PHI.
- Business Associate must execute a separate Business Associate Agreement with its employer clients/covered entities referenced in this contract. General Agent is not responsible for this agent responsibility.
V. PERMISSIBLE REQUESTS BY BUSINESS ASSOCIATE/AGENT
Business Associate, acting on its own or on behalf of its employer client/Covered Entity, shall not request General Agent to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy Rule if done by Covered Entity, except as otherwise permitted by this Agreement.
VI. TERM AND TERMINATION
- Term. The Term of this Agreement shall be effective as of the effective date of this agreement, and shall terminate on the date the services agreement between the parties ends, the date General Agent is no longer retained to perform services for Business Associate, or the date Business Associate terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
- Termination for Cause. General Agent authorizes immediate termination of this Agreement by Business Associate, if Business Associate determines General Agent has violated a material term of the Agreement and General Agent has not cured the breach or ended the violation within sixty days (60 days) of the notice of the breach, or the time specified by covered entity. Termination is also permissible on any ground, and on the terms, set forth in the services agreement between the parties.
- Obligations of General Agent Upon Termination. Upon termination of this Agreement for any reason, General Agent, with respect to protected health information received from Business Associate, or created, maintained, or received by General Agent on behalf of Business Associate, shall:
- Retain only that protected health information which is necessary for General Agent to continue its proper management and administration or to carry out its legal responsibilities;
- Return to Business Associate the remaining protected health information that General Agent still maintains in any form;
- Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as General Agent retains the protected health information;
- Not use or disclose the protected health information retained by General Agent other than for the purposes for which such protected health information was retained and subject to the same conditions set out at Sections III(e) and (f) which applied prior to termination; and
- Return to Business Associate the protected health information retained by General Agent when it is no longer needed by General Agent for its proper management and administration or to carry out its legal responsibilities.
Business Associate has the option of requesting, in writing, that General Agent return the protected health information to another business associate of Covered Entity.
- Survival. The obligations of business associate under this Section shall survive the termination of this Agreement.
- Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
- Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law, including state laws, as applicable.
- Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
- Counterparts. This Agreement may be executed in counterparts which, taken together, shall constitute the whole of this Agreement between the parties.
- Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, heirs, and assigns.
- Conferring Rights or Remedies. Except as may be expressly set forth herein, the parties do not intend to confer any rights or remedies upon any person other than the parties to this Agreement.
- Counsel. Each party to this Agreement has had the opportunity to consult with counsel of its choice as to the form and content of this Agreement and the advisability of executing it. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in any interpretation of this Agreement.
- Attorneys’ Fees and Costs. Except as otherwise specifically provided by law, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including without limitation legal and accounting fees, shall be paid by the party incurring such expenses. In the event of any litigation or arbitration between the parties respecting or arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, whether or not any litigation proceeds to final judgment or determination.
- Authorized Signature. Each party has authorized its undersigned representative whose signature appears below to execute this Agreement on that party’s behalf.
- Arbitration. The parties recognize and confirm that this is an Agreement between honorable business organizations. This Agreement is to be construed consistent with its spirit as well as the letter of the Agreement. It is anticipated that any disagreements that may arise will be resolved between the parties by good faith negotiations. Should that not be possible, all disputes between the parties arising out of or relating to provisions of this Agreement, or concerning its interpretation or validity, whether before or after termination of this Agreement, shall be submitted to arbitration, and the procedures governing any arbitration shall be as set forth in the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Arbitration shall be the parties’ exclusive remedy.
- Choice of Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of California in addition to any governing federal law. Any arbitration or other legal action between the parties respecting or arising out of this Agreement shall be held or filed in either the state or federal courts in the State of California, County of Los Angeles.
- Notices. Any notice, demand, or request given in accordance with this Agreement shall be given by personal delivery; by messenger delivery; by facsimile transmission; by placing said notice in the United States mail, registered or first-class, postage prepaid; or by sending such notice via an overnight courier service. Notice shall be deemed given when delivered to a party, when the facsimile transmission occurs, or on the date when said notice is deposited in the United States mail, postage prepaid.
Notice shall be given to General Agent as follows:
- Tracy A. Morris, Director of Human Resources , Warner Pacific Insurance Services, Inc., 32110 Agoura Road, Westlake Village, CA 91361, Fax: 818-575-2310.
Notice shall be given to Business Associate with the information provided and on file as follows:
- Agent Name and Agent Address or Fax; or, if Agent is employed by Agency, Agency Name and Agency Address or Fax
- Controlling Agreement. In the event any provision of this Agreement conflicts with the services agreement between the parties, this Agreement controls.
- Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement, each of which shall continue to be valid and binding upon the parties.
- Waiver. A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation hereunder.