WELLTHIE, INC.
Terms of Use Agreement

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY! BY CLICKING “ACCEPTED AND AGREED,” OR CONTINUING TO ACCESS AND USE THIS WEBSITE OR THE TECHNOLOGY PLATFORM TO WHICH IT IS RELATED, YOU AGREE TO THIS AGREEMENT WITHOUT RESTRICTION, INCLUDING THE PRIVACY POLICY REFERENCED HEREIN. IT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND WELLTHIE, INC. IF YOU DO NOT WISH TO ABIDE BY THESE TERMS, DO NOT USE THIS TOOL.

IF YOU ARE A COMMERCIAL USER, SUCH AS AN INSURER, BROKER, THIRD PARTY, AGENT, PRODUCER, CONSULTANT OR ADVISER WHO USES THE TECHNOLOGY PLATFORM TO ADVISE OTHERS ABOUT COVERAGE OPTION, THIS AGREEMENT INCLUDES ADDITIONAL TERMS AT SECTION 17.

IF YOU ARE AN EMPLOYER USING THE TECHNOLOGY PLATFORM TO OBTAIN INFORMATION ABOUT COVERAGE FOR YOUR EMPLOYEES, THIS AGREEMENT INCLUDES ADDITIONAL TERMS AT SECTION 18.

1. WHAT IS WELLTHIE?

Wellthie, Inc. (“Wellthie,” “us,” “we”) is the company that owns and operates the Technology Platform, including the Site and Software, which are defined in the next section. Wellthie’s Technology Platform helps consumers and businesses shop for, receive quotes on, and enroll in insurance products and health benefit plans. The Technology Platform is intended to help Users secure an estimate of health insurance costs, possible tax credits, and penalties and other information based on information that consumer users may provide through the site.

Use of the Technology Platform is not intended to result in a final quote or application for group insurance or group benefits coverage. Actual insurance rates will be finalized following application for coverage. Also, any actual determinations of eligibility for Individual Tax Credits or Small Business Tax Credits under the Affordable Care Act may be based on additional factors and will be determined by Healthcare.gov, or the appropriate State Health Insurance Marketplace at the time of application, and will not be determined by us.

2. IMPORTANT TERMS IN THIS AGREEMENT

“Commercial User” means any broker, agent, producer, consultant, third party, adviser or insurer who uses the Technology Platform to advise or assist businesses or individuals in obtaining information about, shopping for, receiving quotes or determining pricing regarding, or enrolling in, one or more Plans.

“Consumer User” means any employer business, employer group or individual who accesses the Technology Platform in order to access or use Plan Data, and/or to transmit or upload Consumer Data.

“Content” means Plan Data, proprietary branding, and information regarding usage of the Technology Platform, including the Site, that Licensor makes accessible on the Site for Users.

“Plan” means any benefit or insurance coverage plan or product sponsored or administered by an insurer or third party administrator for which information may be accessed via the Technology Platform.

“Plan Data” means information about Plans that are available on the Site or in the Technology Platform, including information about Plan design, enrollment and premiums.

“Site” means Wellthie’s internet accessible portal through which Users, such as You, may access and use the Software, Content and Plan Data.

“Software” means Wellthie’s Software as a Service platform, which Consumers Users may use to shop for, receive quotes on and make purchase decisions regarding Plans, and which Commercial Users may use to advise Consumer Users.

“Technology Platform” means the Software, Content and Site; the related electronic Technology Platform elements and infrastructure required to maintain, access and utilize the Software, Content and Site; and all enhancements, upgrades and updates made thereto.

“User” or “You” means a Commercial User or Consumer User.

3. YOUR PERMITTED USE OF THE TECHNOLOGY PLATFORM

A. Your Permitted Use. Subject to these Terms of Use, You may use the Technology Platform, including the Site and Software, for Your personal or internal business purposes. If You are a Consumer User, this includes entering data into the Technology Platform, including personal data of Yours or Your dependents, or of Your employees, as reasonably needed to obtain information about, shop for, receive quotes on or determine pricing regarding, or enrolling in, one or more Plans. If You are a Commercial User, this includes reviewing data of Consumer Users who are clients of Yours, to the extent requested or permitted by any such Consumer User. This limited license also includes Your right to print copies of the Content and Plan Data on the Site, including Your research results, provided that You reproduce all proprietary copyright and trademark notices.

B. Registration and User Account. In order to use the Site and other Technology Platform features, You must register for an account with us (“User Account”). In establishing Your User Account, You represent and warrant that: (a) all registration information You submit is truthful and accurate; and (b) You will maintain the accuracy of such information. You may archive Your User Account at any time, for any reason, by following instructions on the Site. We may suspend or terminate access to the Technology Platform and Your User Account in accordance with the Termination provision below. You are responsible for maintaining the confidentiality of Your User Account information (including Your unique login and password), controlling access to Your User Account information, and for all activities that occur under Your User Account. You cannot share your username and password with other individuals as this will violate the terms of this agreement. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of Your User Account. We are not responsible for any loss or damage arising from Your failure to comply with these requirements.

4. WELLTHIE INTELLECTUAL PROPERTY RIGHTS

You acknowledge that Wellthie (or its licensors or suppliers, where applicable) owns any and all right, title and interest, including all copyrights, patents, trademarks, and trade secrets and other intellectual property rights, in and to the Sites, Applications, Content and all other Technology Platform components and features. This Agreement does not constitute a sale and conveys to You no ownership right in the Technology Platform, or in any other Wellthie intellectual property. All trademarks, logos and service marks (“Marks”) displayed on the Site and in the Technology Platform are the property of Wellthie or its licensors, suppliers and other third parties. No license is granted to use any Mark, and You will do so only with the owner’s prior written consent.

Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of, or created from, any part of the Technology Platform shall be owned exclusively by Wellthie, and/or, as applicable, Wellthie’s third-party vendors, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide, therein and thereto. This includes any suggestion, idea, enhancement request, feedback, recommendation or other information provided by You or any other person relating to the Technology Platform, and You hereby assign to Wellthie any and all of Your rights, title or interests in and to the foregoing.

5. LIMITATIONS ON YOUR USE

You agree to the following restrictions on Your use of the Technology Platform: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Technology Platform, Site, Software, Content or Plan Data; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Technology Platform; (c) You shall not access or use the Site or Technology Platform in order to build a similar or competitive website service; (d) except as expressly stated herein, no part of the Site or Technology Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) You shall not remove, authorize or permit any third party to remove any proprietary rights legend from the Site or any other part of the Technology Platform.

You further agree not to use the Technology Platform to: (a) upload, transmit, or distribute any computer virus, worm, or any software intended to damage or alter a computer Technology Platform or data or to strip, scrape, or mine data from the Site or Technology Platform; (b) send advertising, promotional materials, junk mail, spam, or any form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users except as specifically permitted for Commercial Users; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Technology Platform or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Technology Platform; (f) misrepresent Your identity or affiliation with any person; (g) harass or interfere with another User’s use of the Technology Platform; (h) use the Technology Platform in any way that would be illegal, give rise to liability or otherwise violate any applicable law or this Agreement; (i) upload or transmit any communication or content of any type that infringes or violates any right of any party; or (j) post or transmit material that is or could be unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, false, misleading, hateful or embarrassing to any other person.

Any information submitted to or through the Technology Platform in violation of the above will be considered NON-CONFIDENTIAL and NON-PROPRIETARY and Wellthie is free to use such information for any purpose and in any manner whatsoever. Wellthie will fully cooperate with any law enforcement authority or court order related to use of the Technology Platform.

6. WELLTHIE PRIVACY POLICY.

Your use of the Site and the Technology Platform is subject to Wellthie’s Privacy Policy. The Privacy Policy is incorporated by reference into this Terms of Use Agreement and may be accessed via the following link: wellthie.com/privacy

7. WELLTHIE IS NOT AN INSURANCE COMPANY OR BENEFIT PLAN!

Wellthie does not offer, sponsor, manage or otherwise control any Plan. We do not control, supply, endorse, warrant or guarantee any information, product, service, quote or premium rate regarding any Plan, even if included on the Site or in the Technology Platform. Plans or Plan sponsors may change design, rate and other information at any time. Final and binding premiums and quotes are determined by Plans or applicable Plan sponsors. Wellthie is in no way responsible for any part of any transaction between You and any Plan or Plan sponsor or administrator.

8. YOU MUST BE 18 YEARS OF AGE OR OLDER

Children under the age of eighteen are not permitted to register with or use the Site or the Technology Platform. However, You may use the Site or Technology Platform to generate plan information for underage dependents in Plans.

9. AGREEMENT REVISIONS AT ANY TIME

Wellthie reserves the right to update or modify this Agreement at any time without prior notice. Your use of the Technology Platform or this Site following any such change constitutes Your agreement to follow and be bound by this Agreement as revised. For this reason, we encourage You to review this Agreement each time You use this Site or the Technology Platform.

10. TERMINATION AND SUSPENSION

ANY UNAUTHORIZED USE OF THE SITE OR TECHNOLOGY PLATFORM TERMINATES THE LICENSE GRANTED BY WELLTHIE WITHOUT THE NEED FOR FURTHER ACTION. Wellthie also reserves the right at any time to terminate this Agreement or to discontinue, temporarily or permanently, the Technology Platform, or any portion thereof, with or without notice. You agree that we will not be liable to You for any modification, suspension or discontinuance of the Technology Platform or any portion thereof.

11. LINKS TO OTHER WEBSITES

The Technology Platform, including particularly the Site, may contain links to other websites, services, and advertisements (“Third Party Site”). Such Third Party Sites are not under Wellthie’s control and Wellthie is not responsible for the content of any such Third Party Site. When You link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.

12. DISCLAIMERS

A. Disclaimer of Warranties. THE SITE, THE CONTENT AND THE APPLICATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. WELLTHIE MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY INFORMATION CONTAINED THEREIN AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO UPDATE SAID INFORMATION. WE DO NOT WARRANT OR GUARANTEE THAT PLAN DATA MADE AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT CONTAINS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE TECHNOLOGY PLATFORM, INCLUDING THE SITE, SOFTWARE AND CONTENT, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SITES. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, PRODUCT, SERVICE OR OTHER MATERIAL PROVIDED THROUGH THE TECHNOLOGY PLATFORM OR ON THE INTERNET GENERALLY. WE MAKE NO WARRANTY OR GUARANTEE THAT THE TECHNOLOGY PLATFORM, INCLUDING THE SITE, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE TECHNOLOGY PLATFORM IS TO STOP USING IT.

B. International Users and Non-US Residents. The Site and the Technology Platform is administered by Wellthie from the United States. They are designed to comply with United States laws and regulations and are intended for use by United States residents only. Access to the Site, the Technology Platform and the Content may not be legal by certain persons or in certain countries outside of the United States. If You access this Technology Platform from outside the United States or as a Non-US Resident, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.

13. INDEMNIFICATION

You agree to indemnify and hold Wellthie Inc., and its officers, employees, and agents, harmless, including for costs and attorney’s’ fees, from any claim or demand made by any third party due to or arising out of Your: (a) use of the Technology Platform; (b) violation of these Terms of Use; or (c) violation of applicable laws or regulations. Wellthie reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Wellthie and You agree to cooperate with Wellthie’s defense of these claims. You agree not to settle any matter without Wellthie’s prior written consent. Wellthie will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

14. LIMITATION OF LIABILITY

YOUR USE OF THE TECHNOLOGY PLATFORM IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL WELLTHIE OR ANY OTHER PERSON WITH LINKS ON THE SITE BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE TECHNOLOGY PLATFORM, OR YOUR RELIANCE ON ANY CONTENT INCLUDED THEREIN. THIS LIMITATION OF LIABILITY APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, REVENUE OR PROFITS. THIS LIMITATION APPLIES, WITHOUT LIMITATION, TO ANY TECHNICAL MALFUNCTION, COMPUTER ERROR, LOSS OF DATA, OR OTHER INJURY ARISING FROM USE OF THE TECHNOLOGY PLATFORM.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN WELLTHIE’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

15. ARBITRATION

Except for a claim of breach of a party’s obligations regarding Intellectual Property or Confidential Information, any dispute between You and us shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator and conducted in New York, New York. Judgment upon the arbitral award may be entered by any court having jurisdiction. Notwithstanding anything contained herein to the contrary, each party agrees that any breach with respect to the Intellectual Property or Confidential Information of the other, or suppliers or contractors of the other, set forth in any section of this Agreement is likely to cause the other party immediate and irreparable harm. Each party, therefore, agrees that, in the event of any such breach or threatened breach, the non-breaching party shall be entitled to injunctive relief in a court of law or equity without the necessity of bond, in addition to all other remedies available to the non-breaching party.

16. GOVERNING LAW AND JURY TRIAL WAIVER

Any claim relating to, and the use of, the Technology Platform is governed by the laws of the State of New York. By using this Site, You consent to personal jurisdiction in the federal and state courts located in the State of New York, for any action arising out of or relating to this Site or Your use of the Technology Platform that is not subject to arbitration as per above. EACH PARTY UNCONDITIONALLY WAIVES THE RIGHT TO A JURY TRIAL OF ANY DISPUTE. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal.

17. COMMERCIAL USER PROVISIONS

If You are a Commercial User—meaning an insurer, or a broker, agent, third party, producer, consultant or adviser who accesses the Technology Platform to advise or assist consumers in reviewing Plan options—the following additional terms apply, in addition to all other terms of this Terms of Use Agreement.

Commercial Users are permitted to use the Technology Platform to assist business and individual consumers in making insurance coverage and enrollment decisions, subject to the above “Limitations on Use.” A Commercial User may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of Your website or service by Wellthie. These Terms of Use will apply even to a customized version of the Site or Technology Platform developed by Wellthie for a Commercial User.

Commercial User shall be responsible for determining which of its employees, agents and other personnel (collectively, “Personnel”) are granted access rights as Users according to their job function, and is wholly responsible for their usage of the Technology Platform. Commercial User shall require that all such Personnel acknowledge and accept these Terms of Use prior to access or use of the Technology Platform. Commercial User shall assure that its Personnel using the Technology Platform do not share usernames or passwords and shall only access Content and Consumer Data specific to Commercial User’s clients. If any Personnel engages in any use of the Technology Platform not permitted in this Agreement, Commercial User shall promptly rescind access and notify Wellthie.

Commercial User represents and warrants that, to the extent required by law, Commercial User and any of its Personnel who use the Site or Technology Platform are appropriately licensed in and by the relevant authorities of the states in which such Commercial User assists consumers in making insurance coverage and/or benefit enrollment decisions.

Commercial User and its Personnel shall not enter or use any consumer data or Content in the Technology Platform in a manner that violates the rights of a consumer or any third party, including specifically the privacy and security provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any regulation, bulletin or other material issued by federal regulatory agencies thereto.

18. EMPLOYER USERS

If You are an employer using the Site as to review Plan information and possibly enroll Your business in coverage, these additional terms apply, in addition to all other terms of this Terms of Use Agreement other than section 17. The Technology Platform may be used to help You estimate Your company’s health insurance costs, possible tax credits and penalties and other information pursuant to the Affordable Care Act based on certain information that You provide us through the site. However, the Technology Platform and its Content are intended for informational purposes only.

You are wholly responsible for the accuracy of information You enter into the Technology Platform regarding Your employees and their dependents. You shall not enter any data in the Technology Platform in a manner that violates the rights of an employee or any other third party, including specifically the privacy and security provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any regulation, bulletin or other material issued by federal regulatory agencies thereto or that violates any other state or federal law.

19. GENERAL PROVISIONS

You agree that regardless of any statute or law to the contrary, any claim arising in connection with Your use of the Technology Platform, including this Site or the Software, must be brought within one (1) year of the date of the event giving rise to such action occurred or be forever barred.

All provisions regarding indemnification, warranty disclaimers, limitation of liability, governing law and proprietary rights shall survive this document’s termination for any reason.

If any provision of this document is invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision closely matching the intent of the original provision.

The failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

This Agreement is personal to You and You may not assign it to anyone. This Agreement is not intended to benefit any third party, does not create any third party beneficiaries and may only be invoked or enforced by You or us.