Benefit Allocation Systems, LLC (“BAS”) provides a Secure File Transfer Protocol site
(“SFTP site”) designed to securely transfer information between BAS and User. By accessing the
SFTP site, User agrees to the terms and conditions set forth herein. USER MAY NOT ACCESS, VIEW OR USE ANY
MATERIAL, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SFTP SITE UNLESS USER FIRST AGREES
TO THESE TERMS.
Services
BAS’ SFTP site allows Users to send to and receive files from authorized parties. All transactions
through the SFTP site are strictly limited to matters relating to the administrative services identified
in the contracting documents between BAS and the Client on whose behalf the User accesses the SFTP site.
The terms and conditions of services are set forth in an agreement between BAS and the Client. All Users
of the SFTP site agree to act within the scope of the agreement between BAS and the Client and are
responsible for the proper management and safe-keeping of all information received through the SFTP site.
User Names, Passwords and Accessibility
Each User will be assigned a user ID and password providing access to a specified folder on the SFTP
site. Each User is required to keep login credentials confidential and not share credentials with any
other person. User will inform BAS promptly of any unauthorized use of user ID or password and will be
solely responsible for all activities occurring under User’s ID and password. User must notify BAS
promptly in the event User no longer needs access to the site. User agrees that User or a representative
of the Client will notify BAS immediately in the event User terminates employment with the Client. User
may not use SFTP access credentials, attempt to access the SFTP site, or download any files from the site
if User is no longer employed with the Client.
Materials
By providing information to the SFTP site, User represents that User has the full legal right to provide
the information and that use of the information will not: (a) infringe any intellectual property rights of
any person or entity or any rights of publicity, personality, or privacy of any person or entity,
including, without limitation, as a result of User’s failure to obtain consent to post personally
identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or
regulation; (c) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer
programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate
any system, data or personal information, or that facilitate or enable such or that are intended to do any
of the foregoing; or (d) constitute disclosure of any trade secret or other confidential information owned
by any third party.
User agrees to download any files placed on the SFTP site for User’s access within five (5)
business days of receiving notice of the availability of the files. Data remaining in the User folder on
the SFTP site after thirty (30) days may be deleted and may not be able to be recovered. Any request to
replicate data (which may or may not be possible) will be subject to additional charge.
Confidentiality
Information on the SFTP site may contain protected health information (PHI), personally identifiable
information (PII), trade secrets or other proprietary information. After downloading such information.
User will apply appropriate privacy, security and confidentiality protections commensurate with
protections it would apply to Client information of like character. User understands that once the
information is downloaded from the SFTP site, such material is no longer protected and BAS disclaims all
actions with respect to the use or disclosure of such information. When User uploads information to the
SFTP site that contains PHI, User agrees to provide only the minimum amount necessary to accomplish the
service objectives.
Proprietary Rights
As between User and BAS, BAS shall own all right, title, and interest in and to information uploaded by
BAS to the SFTP site (“BAS Materials”), including but not limited to algorithms, tools, data,
software, specifications, documentation, reports and other work product developed or provided by BAS in
connection with performing services. BAS wons all intellectual property rights to and modifications,
improvements and derivatives thereof to BAS Materials uploaded by BAS to the SFTP site. BAS Materials may
be protected pursuant to United States copyright, trademark, patent and other applicable laws. Under no
circumstances will User have any rights of any kind in or to the BAS Materials, other than the right to
use the BAS Materials in accordance with these terms and the terms of the services agreement between the
Client and BAS.
Unauthorized Activities
User shall not (a) sell, rent, display, sublicense, summarize, or otherwise provide any BAS Materials to
any other person or entity; (b) refer to, reproduce, distribute, make available, or use any item of the
BAS Materials as part of any effort to develop any service or product having any characteristics,
attributes, expressions, or quality similar to the services or products provided by BAS or to compete with
BAS; (c) reverse engineer, copy, modify, create derivative works, alter, maintain, enhance, remove, or
replace data or otherwise modify copyrights BAS Materials; or (d) make any unauthorized use or disclosure
of any BAS Materials. User acknowledges and agrees that the unauthorized use of BAS Materials that are
copyrights or proprietary could cause irreparable harm to BAS and that in the event of such unauthorized
use, BAS shall be entitled to an injunction in addition to any other remedies available at law or in
equity. BAS reserves the right to audit and electronically monitor User’s use of the SFTP site.
Disclaimer
The information provided by BAS through the SFTP site is for informational purposes only.
BAS is not responsible for and does not guarantee the accuracy or completeness of any
information uploaded by BAS to the SFTP site. Use of information in the SFTP site is not intended to be a
substitute for professional legal, medical, financial or coverage advice.
BAS MATERIALS, DATA, SERVICES, PRODUCTS, INFORMATION IN AND MADE AVAILABLE THROUGH THE SFTP SITE IS MADE
AVAILABLE “AS IS” AND “WITH ALL FAULTS” AND AT USER’S OWN RISK. BAS AND ITS
LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH
RESPECT TO BAS MATERIALS, DATA AND OTHER SERVICES, PRODUCTS AND MATERIALS ON, IN AND MADE AVAILABLE
THROUGH THE SFTP SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
BAS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
LOST REVENUES OR LOST PROFITS, WHICH MAY OR DO RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE
SFTP SITE, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SFTP SITE,
REGARDLESS OF LEGAL THEORY, WHETHER OR NOT USER OR BAS HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY
OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO
CIRCUMSTANCES WILL THE TOTAL LIABILITY OF BAS AND ITS LICENSORS TO USER OR ANY OTHER PERSON OR ENTITY IN
CONNECTION WITH, BASED UPON, OR ARISING FROM THE SFTP SITE, SERVICES, PRODUCTS, DATA OR OTHER MATERIALS
OFFERED IN CONNECTION THEREWITH EXCEED TEN DOLLARS ($10). SOME STATES DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO USER. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR
ANY REASON, THEN THE TOTAL LIABILITY OF BAS AND ITS LICENSORS SHALL NOT EXCEED FIFTY DOLLARS ($50).
Changes to Terms; Termination
BAS may, at any time, terminate any User’s access to the SFTP site and/or terminate the SFTP site.
BAS also reserves the right to modify, alter or update these Terms of Use. It is User’s obligation
to review any new or revised Terms of Use, and use of the SFTP site following any changes means that User
agrees to follow and be bound by the revised Terms of Use.
Governing Law
These Terms of Use shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to
any rules of conflict or choice of laws which require the application of laws of another jurisdiction. In
the event of a dispute between User and BAS, User irrevocably and unconditionally: (i) agrees that any
suit, action or other legal proceeding arising out of this agreement may be brought in any court in the
geographic area covered by the Eastern District of Pennsylvania; (ii) consents to the jurisdiction of any
such court in any such suit, action or proceeding; and (iii) waives any objection which User may have to
the laying of venue of any such suit, action or proceeding in any such court. THE TERMS OF ANY APPLICABLE
LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM
COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE
LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF
THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW.
Force Majeure
Notwithstanding anything to the contrary in these Terms of Use, neither party
will be deemed to be in default of any provision of the Terms of Use for any delay,
error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection,
riot, boycott, strike, or other labor or civil disturbance, interruption of power service, interruption
of communications services, problems with the Internet, epidemic, act of any other person not under the
control or direction of such party, or other similar cause. The party subject to any of the foregoing
events shall give the other party reasonable written notification of any resulting material or
indefinite delay.
SFTP Site Terms of Use Version 6.2020