HealthSherpa Terms of Use

Effective Date: May 1, 2018

Welcome to HealthSherpa, a free website that provides information and services to help you find, enroll in, and make the best use of your marketplace health insurance!

BY ACCESSING OR USING THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.

If you are accepting or agreeing to the Terms on behalf of a licensed health insurance brokerage or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.

IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.

Please click on the sections below to learn more about our Terms of Use:

  1. ABOUT THE TERMS
  2. ABOUT THE WEBSITE
  3. ACCOUNTS & APPLICATIONS
  4. PRICING & PAYMENT
  5. USER CONDUCT GUIDELINES
  6. POLICY ENFORCEMENT
  7. INTELLECTUAL PROPERTY OWNERSHIP
  8. NO ADVICE, ENDORSEMENTS OR GUARANTEES
  9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION
  10. MISCELLANEOUS

1. ABOUT THE TERMS

1.1. Key Terms. As used in these Terms of Use:

  • "HealthSherpa," "we," or "us" refer to Geozoning, Inc., d/b/a HealthSherpa and our officers, directors, employees, contractors and agents. To the extent applicable, they also refer to our affiliates, service providers and licensors, and their respective officers, directors, employees, contractors and agents.
  • "Users" means any and all individuals that access or use the Website, including applicants and other registered users. References to "access" and/or "use" of the Website (and any variations thereof) include the acts of accessing or browsing the Website, and accessing or using the services, information, content, features, functionality, tools and promotions available on or through the Website.
  • "Website" refers to any website owned, operated or powered by HealthSherpa (including the website currently located at www.healthsherpa.com). References to the "Website" include any and all services, information, content, features, functionality, tools and promotions available on or through each such website.

1.2. Website Rules and Supplemental Terms. Your access to and use of the Website is governed by the terms and conditions of these Terms of Use, our Privacy Policy, currently located at www.healthsherpa.com/privacy (as described in more detail below), any and all other policies and rules referenced herein, posted on the Website, or otherwise communicated to Users (the "Website Rules").

Certain of the services, information, content, features, functionality, tools, and promotions available on or through the Website may be subject to additional or supplemental terms and conditions ("Supplemental Terms"). If you choose to access or use those services, information, content, features, functionality, or tools, or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.

If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable services, information, content, features, functionality, tools, and promotions.

PLEASE READ THESE TERMS OF USE, OUR PRIVACY POLICY, WEBSITE RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE "TERMS") CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE. YOUR ACCESS TO AND USE OF THE WEBSITE IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS.

1.3. Applicable Laws. In offering the Website, HealthSherpa is required to comply with all applicable federal laws, including the standards established under 45 CFR 155.220(c) and (d), and 45 CFR 155.260 (to protect the privacy and security of personally identifiable information). Nothing in the Terms is intended to limit or negate our obligation to comply with such laws and standards.

1.4. Amendment of Terms. HealthSherpa reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively "amend" or "update"). If we choose to amend the Terms, we will update the "Effective Date" date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means.

BY CONTINUING TO USE THE WEBSITE AFTER WE HAVE POSTED AN UPDATED VERSION OF THE TERMS OR OTHERWISE NOTIFIED YOU OF AN UPDATE, YOU ARE AFFIRMING THAT YOU AGREE TO BE BOUND BY THE AMENDED TERMS. IF THE AMENDED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING THE WEBSITE.

Except as stated elsewhere, amendments to the Terms will automatically be effective upon the Effective Date above; provided however that any dispute or claim that arises under the Terms shall be resolved according to the dispute resolution terms in place at the time the dispute arose.

In the event that an amendment materially alters your rights or obligations, we may notify you of the amendment, such as by posting a notification to the home page of the Website, or sending a notification to you at the address we have on file for you, if any.

No other modification, amendment, supplement of or to the Terms will be binding on HealthSherpa unless it is in writing and signed by an authorized representative of HealthSherpa.

1.5. Consequences of Non-Compliance. Your failure to comply with the Terms may result in the suspension or termination of your account and/or access to the Website, and may subject you to civil and criminal penalties. You agree that HealthSherpa will not be liable to you or any third party if we suspend or terminate your account and/or access to the Website for any reason.

2. ABOUT THE WEBSITE

2.1. Website Content and Services. HealthSherpa provides a free website where consumers can research and shop for insurance offerings from national networks of licensed insurance providers. We provide information about insurance options, comparative insurance rates, and other products and services that may be available to you based upon information you provide to us. The information provided on our Website is for general reference purposes only and will not describe all the terms and conditions applicable to the insurance products and services you may be interested in.

We help to connect you with insurance providers that might meet your needs based on information you provide. We also provide enrollment assistance and customer support services. However, HealthSherpa is not an insurance provider. We do not make any coverage decisions on behalf of any insurance provider referred to you. We do not issue insurance coverage or any other insurance products or services, or otherwise bind coverage directly. Thus, we do not guaranteed that you will obtain coverage, or the terms of any such coverage. Nor do we guarantee that any of the agents, brokers and/ or insurance companies to which we forward your information will provide you coverage. Coverage and availability will vary from state to state and your individual circumstances. All coverages are subject to the terms and conditions in insurance policies issued by our partners.

PLEASE DO NOT CANCEL ANY EXISTING HEALTH INSURANCE UNTIL YOU RECEIVE WRITTEN CONFIRMATION FROM THE INSURANCE PROVIDER TO WHICH YOU ARE APPLYING THAT YOUR NEW POLICY IS IN EFFECT. WE ARE NOT RESPONSIBLE FOR ANY INTERRUPTION OF COVERAGE IF YOUR EXISTING POLICY IS CANCELLED BEFORE THE NEW POLICY TAKES EFFECT.

2.2. State Insurance Licenses. All insurance quotes and products are offered through Geozoning, Inc., d/b/a HealthSherpa, a California insurance agency (License No. 0I72653, and is licensed as a non-resident agency or otherwise authorized to transact business as an insurance agency in all fifty states and the District of Columbia. Collectively, HealthSherpa (and/or an officer of HealthSherpa) is licensed in good standing in all fifty states and the District of Columbia. Additional information regarding HealthSherpa's state insurance agency licenses may be found https://www.healthsherpa.com/insurance_licenses.

2.3. Eligibility. You must be at least 18 years of age to access or use the Website. In addition, the Website is controlled and operated within the United States and is not intended for use outside of the United States. You are hereby prohibited from accessing or using the Website from any territory where the services, information, content, features, functionality, tools or promotions offered are illegal. If you choose to access the Website from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content. By accessing or using the Website, you represent and warrant to us that: (i) you are at least 18 years of age; (ii) you are a resident of the United States; (iii) your use of the Website is in compliance with all applicable laws and regulations; and (iv) if you are accessing the Website from outside of the United States, you consent to the transfer of your information outside of your home jurisdiction for processing.

2.4. Modifications to the Website. HealthSherpa reserves the right, in its sole discretion, to modify or discontinue offering the Website, in whole or in part, including any services, information, content, features, functionality, tools or promotions available on or through the Website, at any time, for any reason or no reason, with or without notice, and without liability to you or any third party. We may impose rules and limitations on your use of the Website or restrict your access to any aspect of the Website without notice or penalty.

3. ACCOUNTS & APPLICATIONS

3.1. Account Registration. While the Website is publicly available, if you are a licensed agent, you must register to create an account before you can prepare or submit an insurance application or use certain services on behalf of another person.. If you are a licensed agent, your use of the Website is also subject to the Agent Terms).You may register directly via the Website. Unless you are a licensed agent, you may not register for an account on behalf of any person (other than yourself), or have more than one active account at any given time. If you are a licensed agent, HealthSherpa reserves the right to limit the number of accounts you are permitted to open.

3.2. Account Set-Up. In order to create an account, you must provide certain information. You agree to provide complete, accurate and up-to-date information during the registration process (and application process, if applicable) and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. If any of your account information is (or becomes) untrue, inaccurate or out-of-date, or if we have reasonable grounds to suspect that such information is untrue, inaccurate or out-of-date, we, in our sole discretion, may suspend or terminate your account and/or access to the Website.

3.3. Account Credentials. When you create your account, you will be asked to create a password, which you will be solely responsible for safeguarding. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your HealthSherpa account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. HealthSherpa cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. PRICING & PAYMENT

4.1. Service Fees. Unless you are a licensed health insurance agent, we do not charge you a fee to use the Website. We are not involved with and are not responsible for any fee arrangement that you may enter into with any health insurance company or agent. However, health insurance company or agent may pay us fees for services and to be matched with users of the Website. You acknowledge and agree to this compensation arrangement.

4.2. Price Information. The cost estimates and pricing information provided on the Website are for general reference only. Results generated through the Website to project health insurance costs are estimates intended to educate and inform Users regarding plan choices. However, they do not represent price guarantees. Due to the manner in which health services are incurred and billed, it is impossible to know or determine exact cost because services vary by location, provider, company and may be impacted by many other conditions and circumstances. The premium rates shown are for quoting purposes only, are not an offer of coverage, may not be current, and are not guaranteed. Final premium rates will be determined by the insurance company and are based on individual circumstances. As a result of underwriting, final premium rates may differ from quoted premium rates.

4.3. Advance Premium Tax Credits. Advance Premium Tax Credits can only be provided from the Health Insurance Marketplace. Our tax credit estimates should be used as a general guide only.

4.4. Payment. You may have to provide payment information in order to purchase a third-party insurance policy through the Website. Please note that the payment information, including name, contact information and payment account information that you submit on or through the Website may be shared with, and directly collected by, the insurance provider, a third-party payment processing service provider (as applicable) and otherwise used in accordance with our Privacy Policy.

5. USER CONDUCT GUIDELINES

Any time you access or use the Website, you are required to comply with our User conduct guidelines, as set forth below.

You agree that you will access and use the Website for your personal, non-commercial use only, unless you are a licensed agent (in which case, your use of the Website is also subject to the Agent Terms).

Without limiting the above, you are not authorized to access or use the Website:

  • to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations or intentions;
  • to collect, store or use any information from or about another User;
  • to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • if you are not able to form legally binding contracts (for example, if you are under 18);
  • if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or
  • for any other purposes that are not expressly permitted by the Terms.

Further, you may not:

  • access, copy, distribute, share, publish, use or store any User content, for purposes that are inconsistent with our Privacy Policy, or otherwise violate the privacy rights or any other rights of other Users or any other third party, including by disclosing, selling, renting, distributing or exposing any User content to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Website;
  • access, copy, distribute, share, publish, use or store, or prepare derivative works from any services, information, content, features, functionality, tools and promotions found on or through the Website that belongs to HealthSherpa or to a third party, except with prior express permission of the person or entity party holding the rights to license such use;
  • share your account password or transfer your account to another party without our consent;
  • circumvent our systems, policies, determinations as to your account or application status, including by attempting to access or use certain services or portions of the Website if your account has been suspended or terminated or you have otherwise been temporarily or permanently prohibited or blocked from using the Website;
  • access, search, collect information from, or otherwise interact with the Website by "scraping," "crawling" or "spidering" the Website, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by HealthSherpa, unless you have been specifically authorized to do so in a separate agreement with HealthSherpa;
  • use, display, mirror or frame the Website or any services, information, content, features, functionality, tool or promotions of the Website, HealthSherpa's name, any HealthSherpa trademark, logo or other proprietary information, without HealthSherpa's express written consent;
  • interfere with, disrupt, damage or compromise the Website or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Website or otherwise imposing an unreasonable or disproportionately large load on the Website;
  • access, tamper with or use non-public areas of any of the Website, HealthSherpa's computer systems, or the technical delivery systems of HealthSherpa's providers;
  • probe, scan, or test the vulnerability of any system or network of HealthSherpa or its providers, or breach or circumvent any security or authentication measures of such system or network;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by HealthSherpa or any of HealthSherpa's providers or any other third party to protect the Website;
  • forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Website;
  • export or re-export the Website, except in compliance with the export control laws and regulations of any relevant jurisdictions;
  • otherwise abuse the Website or breach the Terms; or
  • attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

6. POLICY ENFORCEMENT

When an issue arises, we reserve the right to consider a User's performance history and the specific circumstances in applying our policies, and to determine how strictly to enforce such policies in an effort to achieve a fair outcome for all parties involved.

6.1. Investigations. You acknowledge that HealthSherpa has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Website by any User, to access, review, preserve and disclose any User information if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against HealthSherpa, (iii) to enforce and to ensure a User's compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of HealthSherpa, its Users or members of the public, and (vi) for the purpose of operating and improving the Website and the services, information, content, features, functionality, tools and promotions available on or through the Website(including for customer support purposes).

6.2. Account Suspension or Termination. You may cancel your account at any time.

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Website at any time for any reason, and (ii) suspend or terminate the submission of your insurance application.

If your account is deactivated or cancelled, HealthSherpa will have the right, but not the obligation to delete your information.

If HealthSherpa has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to HealthSherpa’s reasonable satisfaction.

7. INTELLECTUAL PROPERTY OWNERSHIP

7.1. The Website and all services, information, content, features, functionality, tools and promotions available on or through the Website, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Website, and all intellectual property rights therein are the exclusive property of HealthSherpa and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website.

Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with HealthSherpa (the "HealthSherpa Marks") are the property of HealthSherpa, and that you are not permitted to use the HealthSherpa Marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit the services, information, content, features, functionality, tools and promotions available on or through the Website in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of HealthSherpa or the intellectual property owner, as applicable.

7.2. License to Use. Subject to your compliance with the Terms, HealthSherpa grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Website. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Website, in the manner permitted by the Terms.

7.3. Feedback. We welcome and encourage you to provide feedback, testimonials, comments, ideas and suggestions for improvements, enhancements and modifications to the Website ("Feedback"). You may submit Feedback by e-mailing us, at customer_support@healthsherpa.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of HealthSherpa. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by HealthSherpa or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to HealthSherpa all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect HealthSherpa’s rights in such improvements, enhancements and modifications.

8. NO ADVICE, ENDORSEMENTS OR GUARANTEES

8.1. No Advice. The information available on or through the Website is for informational purposes only. No such information is intended to be a substitute for professional insurance, tax, financial advice, or medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website. If you think you may have a medical emergency, call your doctor or 911 immediately.

8.2. No Endorsement. HealthSherpa does not recommend or endorse any specific health plan, product offering or provider, or any test, physician, product, procedure, opinion, or other information that may be mentioned on the Website. Reliance on any information provided by HealthSherpa or HealthSherpa employees is solely at your own risk.

8.3. Links to Third Party Websites and Services. The Website may also provide links to third-party websites, resources or services. You acknowledge and agree that HealthSherpa is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by HealthSherpa of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.

8.4. No Guarantee of Quotes, Fees, Terms, Rates, Coverage, or Services. HealthSherpa endeavors to ensure that all information on the Website is accurate. However, it is possible that information found on the Website may be out-of-date as prices for many insurance products may change at any time without notice. We do not make any warranties or representations regarding the quotes, fees, terms, rates, coverage, products or services offered or made available by insurance providers. We do not guarantee that quotes, fees, terms, rates, coverage, products or services offered by insurance providers are the best available. Additionally, laws or other forms of regulation may impact the insurance costs or coverage provided. HealthSherpa does not guarantee any price information, doctor networks or any other information available on or through the Website.

9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

9.1. Warranties by Users. You represent and warrant to HealthSherpa that: (i) you own or control all of the rights necessary to grant the rights and licenses granted herein; (ii) you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any privacy or publicity-related rights, in connection with your access to or use of the Website; (iii) the exercise by HealthSherpa of the rights granted by you hereunder will not cause HealthSherpa to violate any applicable laws, rules or regulations, to infringe the rights of any third party, and (iv) all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

9.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, HEALTHSHERPA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE WEBSITE.

WITHOUT LIMITING THE FOREGOING, HEALTHSHERPA DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE WEBSITE, (II) THE ACTS OR OMISSIONS OF ANY THIRD PARTY WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, INCLUDING ANY THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING ANY FEES CHARGED TO YOU BY A THIRD-PARTY, AND (III) ANY INFORMATION OR CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE WEBSITE. THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE IS AND REMAINS WITH YOU.

9.3. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

  • YOU ACKNOWLEDGE AND AGREE THAT ACCESSING AND USING THE WEBSITE AND SUBMITTING AND TRANSMITTING YOUR INFORMATION ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU HEREBY RELEASE HEALTHSHERPA AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.
  • IN NO EVENT WILL HEALTHSHERPA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES, LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, ANY COSTS TO PROCURE SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOREGOING, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEALTHSHERPA 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.
  • CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, HEALTHSHERPA'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL OF THE FOREGOING, SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

9.4. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEALTHSHERPA AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9.5. Exclusions. NOTHING IN THE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.

9.6. Indemnification. To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold HealthSherpa its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively "indemnify" or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Website, including any and all services, information, content, features, functionality, tools and promotions available on and through the Website, (ii) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (iii) your gross negligence or willful misconduct.

9.7. Obligation to Defend. You agree that, at HealthSherpa's option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you to conduct the defense, (i) HealthSherpa may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of HealthSherpa (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

9.8. No Implied Indemnity. No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

10. GOVERNING LAW & DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND HEALTHSHERPA HAVE AGAINST EACH OTHER ARE RESOLVED.

10.1. Governing Law The Terms shall be governed by and interpreted in accordance with the laws of the state of California without regard to conflict of law principles.

10.2. Arbitration Notwithstanding any contrary provision of these Terms, all disputes, claims, controversies and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in San Francisco, California, before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

10.3. Jurisdiction and Venue Subject to the above arbitration provisions, you and HealthSherpa agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Website (collectively, “Disputes”) in the federal or state courts located in San Francisco, California and each us agrees that such courts shall have exclusive jurisdiction and venue for any such actions, except that HealthSherpa retains the right to submit a Dispute to any court of competent jurisdiction. HealthSherpa also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.

10.4. Prohibition of Class and Representative Actions and Non-Individualized Relief YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST HEALTHSHERPA ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND HEALTHSHERPA OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

10.5. Future Amendments to this Section Both of us agree that if we make any amendment to this Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and HealthSherpa. We will notify you of amendments to this section by posting the amended Terms on www.healthsherpa.com. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the Platform immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and HealthSherpa in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

11. MISCELLANEOUS

11.1. Privacy. Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Website, you consent to the collection and use of this information, including the transfer of this information for storage, processing and use by HealthSherpa. As part of providing you the Website, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Website, which you may not be able to opt-out from receiving.

11.2. Entire Agreement. These Terms, including these Terms of Use, our Privacy Policy, the applicable Supplemental Terms and any and all Platform Rules, constitute the entire and exclusive understanding and agreement between you and HealthSherpa regarding your access to and use of the Website, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and HealthSherpa and regarding the subject matter hereof. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

11.3. Assignment. You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. HealthSherpa may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction.

11.4. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

11.5. No Agency. Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

11.6. Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by HealthSherpa (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

11.7. Waiver. Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right, obligation or breach will be effective only if in writing and signed by a duly authorized representative of HealthSherpa. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

11.8. Remedies. Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

11.9. Severability. Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

11.10. Contact Us. If you have any questions or concerns, please contact HealthSherpa at customer_support@healthsherpa.com, by phone at +1 (855) 772-2663, or by mail at:
HealthSherpa
PO Box 1739,
Sacramento CA 95812
Attn: Chief Legal Officer

11.11. California Residents. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Website or requests to receive further information regarding use of the Website may be sent to the above address or to customer_support@healthsherpa.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.