Empower Benefits Inc. dba Corestream
Last Updated: April 1, 2025
These ESP Terms and Conditions (which may be referred to herein as the “Terms”) are expressly incorporated into and made a part of the Employee Shopping Portal Insertion Order (the “Insertion Order”) entered between Provider and Corestream. Defined terms used in these Terms but not defined herein are defined in the Insertion Order. These Terms and the Insertion Order may be collectively referred to as the “Agreement”.
BACKGROUND:
A. Provider is engaged in the business of providing certain Products which are more particularly described in the Employee Shopping Portal Insertion Order entered between the Provider and Corestream (collectively, the “Products”).
B. Corestream is engaged in the business of operating an online employee shopping portal (“ESP”) which sells various products and services from nationally known vendors at attractive prices at its website located at www.corestream.com (the “Corestream Site”). Corestream promotes and markets the products and services offered on the Corestream Site through direct marketing channels to its Clients and their Members.
C. Provider desires to have Corestream market select the products and services provided by Provider or its agents through the Corestream Site and Corestream’s direct marketing channels, and to compensate Corestream for its services, under the terms and conditions set forth herein.
1. DEFINITIONS.
“Client” means any company or other entity contracting with Corestream to provide its Members or employees with access to the products and services offered through the ESP as a benefit of employment.
“Link” means a hypertext connection placed on the Corestream Site that, when selected, launches access to the designated Provider Site. The Link may be in the form of text, a product image, a button, a banner or any other format mutually acceptable to Corestream and Provider.
“Marketing Materials” means the Provider’s published promotional and technical information and materials describing its company and the Products, including but not limited to, Web site contents, brochures, press releases, mailing pieces, and data sheets.
“Member(s)” means any employee or member of a Client who has been authorized to access the ESP, through the Corestream Site, as a benefit of employment.
“Parties” means the Parties to this Agreement and their successors and permitted assigns.
“Products” means the products or services of Provider or its agents identified in the Insertion Order between the Parties which Provider offers from time to time pursuant to the terms of this Agreement. “Provider Site” means the website made available by Provider to offer its Products to customers.
2. OPERATION OF WEBSITES.
2.1 General Operations.
Corestream will, at its sole cost, develop, maintain and operate the Corestream Site. Provider will, at its sole cost, develop, maintain and operate the Provider Site. As between Corestream and Provider, Provider is fully responsible for all aspects of the Provider Site, including but not limited to: its technical operation, security, payment collection functionality, content, accuracy, proprietary descriptions of Products, links from the Provider Site to the Corestream Site, and taking all commercially reasonable measures to ensure the Provider site is available twenty-four hours a day, seven days a week, subject to reasonable downtime for maintenance.
2.2. Marketing Materials.
Provider will make available to Corestream its Marketing Materials that are reasonably required for Corestream to promote and market the Products on the Corestream Site, in a mutually agreeable manner and format. Corestream reserves the right to the editorial content in the Corestream Site, provided, however, that it will not make any changes to Provider’s Marketing Materials without its prior written consent. 2.3. Trademarks. Each party will have the right to use the other Party's trade name and its trademarks and logos identified on the Product solely for identification purposes in performing the promotional and marketing activities described in this Agreement. Each Party further agrees to ensure that all such use will comply with the standards of display provided by the other party and to take no action that would in any way infringe or interfere with the other party's rights in its names or marks.
3. PROVIDER’S SERVICE OBLIGATIONS.
3.1 Discount Offer.
Provider shall make available to Corestream Members a discount, incentive, rebate or other special offer on transactions, enrollments, or redemptions that is of greater value than what Provider promotes to the general public.
3.2 Provision of Services.
Any services provided by Provider to Members will be performed in a professional and workmanlike manner and will be of a quality conforming to the highest standards generally accepted for internet sales and for Provider’s industry. Provider shall at all times during the term of this Agreement, conform to and comply with all applicable laws, regulations, orders and other governmental requirements, now or hereafter in force, related to the Products and to the operation of the Provider Site.
3.3 Client and Member Data.
Provider shall ensure that any personal data provided by Clients or Members through the Provider Site or to Provider directly via other means or otherwise generated by Provider’s business activities is collected and processed in accordance the obligations set forth in this Agreement and all applicable federal or state laws. Provider will post on the Provider Site and comply with its privacy policy which explains how Provider collects, protects, and uses personal data.
3.4. Customer Support.
Provider will provide all customer support for its Products, including, but not limited to, Product specifications, selection, use and handling, instructions, and warnings. Provider shall, at its sole cost, provide customer support via toll-free phone, email or other tools to Clients and Members regarding the Provider Site and the Products made available on such site.
3.5. Tax Liability.
Provider shall collect and pay all taxes related to its operations in connection with the sale of any Products on the Provider Site, including but not limited to sales, use, excise, import, export, value added, and other taxes. Provider shall indemnify Corestream against all obligations and liabilities which it may incur for any such taxes, together with any other duty of indemnification under Section 6 hereof.
4. TERM AND TERMINATION.
4.1 Term.
This Agreement shall become effective on the Effective Date set forth in the Insertion Order and shall remain in force for the period specified in the Insertion Order (the "Initial Term"). At the end of the Initial Term, the Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term”) unless either Party provides notice of non-renewal in writing to the other Party a minimum of ninety (90) days prior to the expiration of the Initial Term or Renewal Term then in effect.
4.2 Termination for Uncured Material Breach.
Notwithstanding anything in this Agreement to the contrary, by providing written notice, Corestream may terminate this Agreement if Provider materially breaches this Agreement and fails to cure that breach within fifteen (15) days after receiving written notice of the breach.
4.3 Effects of Termination.
Upon expiration or termination, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving. Corestream shall remove the Marketing Materials and the Link to Provider site, and Provider shall cease all use of Corestream trademarks and other intellectual property. Sections 4.3, 6 and 8, and any obligation to pay any owed but unpaid amounts, shall survive any expiration or termination.
5. WARRANTY DISCLAIMER, LIABILITY LIMITS.
5.1 Warranty Disclaimer.
Except as expressly set forth herein, the services of each Party are provided "as is" without warranties of any kind, either express or implied. Corestream makes no warranty whatsoever as to the success of Corestream’s marketing efforts set forth in this Agreement or that Provider will achieve any particular results. EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.
5.2 Liability Limits.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION 6 OR FAILURE TO PAY COMPENSATION SET FORTH IN THE INSERTION ORDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNT PROVIDER ACTUALLY PAYS TO CORESTREAM HEREUNDER.
5.3 No Applicability of Disclaimer and Limitation to Client.
The foregoing Warranty Disclaimer and Limitation of Liability shall not apply to the Products provided to Clients and/or Members by Provider.
6. INDEMNIFICATION.
6.1 Provider’s Indemnification.
Provider shall indemnify, defend, and hold harmless Corestream and Client against any and all claims, losses, costs and expenses, including reasonable attorneys’ fees, which Corestream or Client may incur as a result of claims in any form by third parties arising from: (a) Provider’s acts, omissions or misrepresentations to the extent that the Provider is deemed an agent of Corestream and/or Client, or (b) Provider’s breach of its privacy policy or failure to comply with applicable laws. In addition, Provider shall indemnify Corestream and Client against any and all claims, losses, costs and expenses, including reasonable attorneys’ fees, which Corestream or Client may incur as a result of claims in any form by third parties arising from the Provider Site, the Products made available on such Site, or any item or service provided by Provider to any Member. The foregoing obligations are conditioned on the indemnified Party: (i) giving Provider notice of the relevant claim, (ii) cooperating with Provider, at Provider’s expense, in the defense of such claim, and (iii) giving Provider the right to control the defense and settlement of any such claim, except that Provider shall not enter into any settlement that affects the indemnified Party’s rights or interest without the indemnified Party’s prior written approval. Corestream and/or Client shall have the right to participate in the defense at its expense.
7. FEES
7.1 Fees.
The Provider will pay all commissions and fees specified in the Insertion Order (collectively, “Fees”) when due per the schedule set forth in the Insertion Order. If Provider fails to timely make any such payment of Fees, Corestream may, at its sole discretion, take any and all of the following actions: (a) restrict or suspend Provider products or services from display on the Corestream Site or b) terminate this Agreement. Restriction or suspension of Provider’s products or services from display on the Corestream Site during a period of non-payment shall have no effect on the Term of this Agreement, nor of Provider’s obligation to pay Corestream the Fees. For the avoidance of doubt, termination of this Agreement shall not have any effect on Provider’s obligation to pay Fees in accordance with this Section 7.1 and the Insertion Order.
GENERAL PROVISIONS.
8.1 Confidentiality Obligations.
The terms of this Agreement, which expressly includes all information regarding commissions, revenue share, and all other commercial terms, as well as all product, technical, security, and privacy information, as well as all information regarding current or prospective customers and their employees and members, suppliers, providers, or strategic partners, and all non-public information regarding the business and operation of Corestream, including the Corestream Site, made available to Provider in connection with the Agreement shall be the “Confidential Information” of Corestream. Provider shall limit the disclosure of Confidential Information to only those with a legitimate business need to know in connection with Provider’s performance under this Agreement and shall in no event be disclosed to third parties absent Corestream’s prior written consent unless otherwise required by appliable law. Notwithstanding the foregoing, it shall not be a violation of this Section 8.1 to use or disclose Confidential Information that (a) is in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement; (b) Provider had in its possession at the time of disclosure by Corestream, and that was not acquired directly or indirectly from Corestream; (c) Provider subsequently acquires by lawful means from a third party who is under no obligation of confidentiality or non-use owed to Corestream; (d) was known by Provider prior to any disclosure of such information made by Corestream; or (e) Provider subsequently develops without any use of or reference to Corestream’s Confidential Information. Notwithstanding the foregoing, specific aspects or details of the Corestream technology or the Corestream services will not be deemed to be publicly known merely because general aspects of such programs or systems are publicly known.
8.2 Governing Law and Venue.
Any dispute arising out of or relating to this Agreement or its breach will be settled in accordance with the laws of and is subject to the jurisdiction of the State of Florida.
8.3 Notices.
Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of email by the receiving Party, addressed to Corestream and to Provider at their respective addresses set forth on the Insertion Order.
8.4 Updates to Terms and Conditions.
These Terms may be updated from time to time by Corestream by posting an updated version at the URL identified in the Insertion Order, which shall be effective thirty (30) days following posting such update. Provider’s continued performance under the Agreement shall constitute its approval of such updated Terms. If the updates are reasonably likely to materially impact Provider to its detriment, Corestream will take reasonable measures to notify Provider that updated Terms are available at the URL. Provider’s failure to object to such updated terms within thirty (30) days of Corestream posting the changes shall be deemed Provider’s consent to such changes.
8.5 Entire Agreement.
This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements or negotiations on the subject matter herein, whether written or oral, and will not be modified or amended except by written agreement duly executed by the Parties. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy under this Agreement will not constitute a waiver thereof.
