Effective: 11/16/22

Welcome to Members HQ. Please read these Terms of Service (the “Terms”), our Privacy Policy (“Privacy Policy”), and Your End User License Agreement (“EULA”) carefully because they govern your use of this Site, the Benefits Hero mobile application (the “App”) and our related products (collectively, the “Services”).

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. Please refer to our Privacy Policy for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

   Important Notice: When you agree to these terms, you are agreeing to resolve any disputes (unless otherwise outlined) through binding arbitration. 

2. Changes to Terms of Services. We may update the Terms from time to time in our sole discretion. If we do, we will post the updated Terms on the Site and may also send other communications to let you know these Terms have been changed or modified. You must review the updated Term. If you continue to use the Services after updated Terms have been communicated, this means you agree to be bound by such updated terms.  If you disagree with the updated Terms, you must discontinue use of the Services.
3. Use of Services.
   1. Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Members HQ, and not otherwise barred from using the Services under applicable law. By using the Services, you represent and warrant that you have reviewed and agreed to these Terms.
   2. Registration and Your Information. If you want to use certain features of the Services, you’ll need to be a member of a client administrator and health plan and create an account (“Account”). You can do this via the App and you may receive an email or SMS in order to create an Account. You will simply need to provide your email, last name, date of birth, and unique 6-digit code provided with your application invitation.
   3. Accuracy of Account Information. It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. Failure to provide accurate and timely Account information may cause disruption or cancellation of your Services. As part of these Terms, You agree not to disclose your Account information (including username and password(s)) to others and will immediately notify Members HQ if you believe someone is using your account without authorization.
4. Mobile Terms of Services:
   1. Notifications. Sign up online to receive Members HQ notifications via SMS, email and push notifications. SMS message and data rates may apply. When you opt-in to the service, we will send you a message to confirm your signup. You may also receive a SMS in order to set up your account.
   2. Cancellations. You can cancel SMS messages at any time. Just reply “STOP” or change your account settings following activation of your account. After you send the message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive messages from us.
5. Rights and Terms Specific to the Apps.
   • • Rights in App Granted by Members HQ. Subject to your compliance with these Terms, Members HQ grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) or reverse engineer, decompile or disassemble the App. Members HQ reserves all rights in and to the App not expressly granted to you by Members HQ under these Terms.
     • Additional Information. This paragraph applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
6. Content.
   1. Definitions. For purposes of these Terms: (i) “App Content” means images, text, graphics, software, audio, video, material, information or works of any kind that are posted, generated, provided or otherwise made available through the Services; and “User Content” means any content that Account holders (including you) provide to be made available through the Services. We may, but are under no obligation or responsibility to, disable, remove, add, modify, or monitor User Content.
   2. Ownership Rights. Members HQ and its licensors exclusively own all right, title and interest in and to the Services and App Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or App Content. Members HQ does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
   3. Rights of User Content Granted by You. By making any User Content available through the Services, you hereby grant to Members HQ, its agents, representatives, successors and assigns a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, and modify, your User Content in connection with operating and providing the Services and Content or promoting and marketing Members HQ or the Services to you and other Account holders.
   4. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content, or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Members HQ on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
   5. Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. We may also decide, in our sole discretion, to remove or disable a portion of or all your User Content, for any purpose and at any time without notice to You.
7. Links to Third Party Websites or Integrations. The Services or App Content may contain links to third-party websites or integrations. We provide these only as a convenience and are not responsible for the content, products or services on or available from those websites and/or integrations. These websites and/or integrations may have separate terms of use, privacy policies, and other license agreements that you will be responsible for reading, understanding and agreeing to prior to accessing or utilizing such websites and/or integrations. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or integration.
8. General Prohibitions and Members HQ Enforcement Rights. You agree not to do any of the following:
   1. Post, Upload, Publish, Submit, or Transmit Any Content. That: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
   2. Tampering. Access, tamper with, or use non-public areas of the Services, Members HQ’s computer systems, or technical delivery systems of Members HQ providers;
   3. Private Information. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
   4. Use, Display, Mirror, or Frame. Use, display, mirror or frame the Services or any individual element within the Services, Members HQ name, any Members HQ trademark, logo or other proprietary information, without Members HQ’s express written consent;
   5. Security. Attempt to probe, scan or test the vulnerability of any Members HQ system or network or breach any security or authentication measures;
   6. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Members HQ or any of Members HQ providers or any other third party (including another user) to protect the Services or Content;
   7. Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Members HQ or other generally available third-party web browsers;
   8. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
   9. Use Services or Content. Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
   10. TCP/IP. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
   11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
   12. Interference. Interfere with, or attempt to interfere with, the access of any user, host or network, including without limitations, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
   13. Use any meta tags or other hidden text or metadata utilizing a Members HQ trademark, logo URL or product name without Members HQ’s express written consent;
   14. Impersonate or misrepresent your affiliation with any person or entity, including, but not limited to, Members HQ;
   15. Violate any applicable law or regulation; or
   16. Encourage or enable any other individual(s) to do any of the foregoing.
9. Indemnification. You will indemnify and hold harmless Members HQ and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services or Content, (b) your User Content, or (c) your violation of these Terms.
10. Termination. We may limit, suspend, disable or terminate your access to and use of the Services and/or your Account, in whole or in part, at our sole discretion, at any time and without prior notice to You. However, we will make every attempt to allow you the opportunity to download/export a copy of your Account information or User Content.  However, we do not guarantee this right and there will be circumstances in which Members HQ terminates your access to the App without any notice.  Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive including, without limitation, Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 will survive.
11. Warranty
    1. MEMBERS HQ IS NOT A HEALTH CARE PROVIDER. ANY INFORMATION, ADVICE OR RECOMMENDATION PROVIDED THROUGH THE SERVICES ARE ONLY SUGGESTIONS AND ARE NOT INTENDED TO CONSTITUE MEDICAL ADVICE. YOU SHOULD CONTACT YOUR DOCTOR IF YOU HAVE ANY QUESTIONS OR CONCERNS. YOU UNDERSTAND AND ACKNOWLEDGE THAT MEMBERS HQ IS NOT A HEALTH CARE PROVIDER AND IS NOT PROVIDING YOU WITH CARE OR MEDICAL ADVICE. TO THE EXTENT THAT YOU ACCESS VIRTUAL MEDICAL CARE THROUGH THIS APP, THE VENDOR PROVIDING THE SERVICES IS RESPONSIBLE FOR PROVIDING SAID MEDICAL CARE, NOT MEMBERS HQ AND MEMBERS HQ DISCLAIMS ANY RESPONSIBILITY FOR PROVIDING SUCH MEDICAL CARE.
    2. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Members HQ make no warranty that the Services or Content will meet your requirements or be available on an uninterrupted, secure, error or virus-free basis. We make no warranty regarding the value, accuracy, suitability, completeness or dependability of any Content.
12. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware without regard to its conflict of law provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Members HQ are not required to arbitrate will be the state and federal courts located in Delaware, and you and Members HQ each waive any objection to jurisdiction and venue in such courts.
13. Limitation of Liability.
    1. NEITHER MEMBERS HQ NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEMBERS HQ OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    2. IN NO EVENT WILL MEMBERS HQ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED TWENTY-FIVE DOLLARS ($25)
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAINED FOR EXCHANGE BETWEEN YOU AND MEMBERS HQ.
14. Dispute Resolution.
    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Members HQ agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Members HQ are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    2. Exceptions and Opt-out. As limited exceptions to Section 14(a) above: (i) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at adr.org. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules.
    4. Class Action Waiver. YOU AND MEMBERS HQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. Further, if any dispute is resolved through arbitration, the arbitrator may not consolidate another claims with your claims, and may not otherwise preside over any form of a class or representative proceeding. If this specific provision is found to be unenforceable, then the entire of this Dispute Resolution section shall be considered null and void.
    5. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 2 “Changes to Terms or Services” above, if Members HQ changes any of the terms of this Section 14 “Dispute Resolution” after the date you accepted these Terms, you may reject any such change by sending us written notice (including by email to care@benefitshero.io within 30 days of the date such change became effective, as indicated in the “Effective” or “Last Updated” date above or in the date of Members HQ’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Members HQ in accordance with the terms of this Section 14 as of the date you most recently accepted these Terms.
    6. With the exception of any of the provisions in Section 14(d) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other sections and subsections of these Terms will still apply.
15. General Terms.
    1. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Members HQ and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Members HQ and you regarding the Services.
    2. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent allowed and the other provisions of these Terms will remain in full force and effect.
    3. You may not assign or transfer these Terms, by operation of law or otherwise, without Members HQ’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null, void and not recognized. Members HQ may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assignees.
    4. Any notices or other communications provided by Members HQ under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
16. Contact Information. If you have any questions about these Terms, the Services, the App, User Content, or Your Account, please contact Members HQ at care@benefitshero.io.