Better
Employer Terms and Conditions — Executive LongevityBenefit Program
Version1.0 · Effective May 11, 2026 · Healthcare Revolution LLC
TheseEmployer Terms and Conditions (these "Terms") are between HealthcareRevolution LLC, a Delaware limited liability company, with headquarters at 4371Northlake Blvd Suite 304, Palm Beach Gardens, Florida 33410 ("HealthcareRevolution" or "Company"), and the undersigned employer entity("Employer"), and are effective on the date Employer's authorizedsignatory electronically signs below (the "Effective Date").
Read thiscarefully. By signing electronically, Employer agrees to be bound by theseTerms in their entirety, including the structural, eligibility, payment,no-advice, confidentiality, and protective provisions set forth below. TheseTerms are the complete agreement governing Employer's participation in theExecutive Longevity Benefit program through the Better platform, and thecurrent version is also published at www.betterbyhcr.com/policies.
As used inthese Terms, the following capitalized terms have the meanings set forth below.
"BAA"means a Business Associate Agreement between the parties under HIPAA, ifapplicable, as described in Section 10.
"BusinessDay" means any day other than a Saturday, Sunday, or U.S. federalholiday.
"ConfidentialInformation" has the meaning set forth in Section 8.
"EligibleParticipant" means an individual whom Employer has determined iseligible to participate in the Program under the legal structure Employer haschosen for the Program. Employer is solely responsible for the eligibilitydetermination for each Eligible Participant.
"EnrolledParticipant" means an Eligible Participant who has been enrolled inthe Program through the Platform by Employer.
"EffectiveDate" means the date these Terms are electronically signed byEmployer's authorized signatory.
"Fees"means collectively, the Setup Fee, the PEPM, and any other amounts owed byEmployer to Healthcare Revolution under these Terms.
"HealthcareRevolution Marks" means the Better name and logo, the HealthcareRevolution name and logo, the Executive Longevity Benefit name and marks, theCELA designation and marks, and any other trademarks, service marks, or tradenames of Healthcare Revolution.
"InitialTerm" means the twelve (12) month period beginning on the EffectiveDate.
"PEPM"means the recurring monthly per-Enrolled-Participant fee described in Section6, at the rate in effect under these Terms and as adjusted at renewal inaccordance with Section 6(f).
"PHI"means "Protected Health Information" as defined in 45 C.F.R. §160.103.
"Platform"means Better, the technology and administrative services platform operated byHealthcare Revolution.
"PlatformPolicies" means the operational policies referenced in Section 18, asupdated from time to time.
"PlatformServices" means the technology and administrative coordinationservices provided by Healthcare Revolution to Employer in accordance withSection 5, subject to the express limitations in Section 4.
"Program"means the Executive Longevity Benefit program that Employer offers to itsEligible Participants, structured in whatever legal form Employer's own counseldetermines in accordance with Section 3.
"RenewalTerm" means each successive twelve (12) month period following theInitial Term during which these Terms remain in effect.
"SetupFee" means the one-time onboarding fee paid by Employer to HealthcareRevolution under Section 6.
"Term"means collectively, the Initial Term and any Renewal Terms, until these Termsare terminated or expire.
(a) ThePlatform. Healthcare Revolution operates Better (the "Platform"),a technology and administrative services platform that supports executivelongevity benefit programs offered by employers to their executives andemployees. Under these Terms, Healthcare Revolution will provide Employer withthe Platform Services in connection with the Executive Longevity Benefitprogram that Employer offers to its Eligible Participants (the"Program").
(b)Healthcare Revolution's Role; What Healthcare Revolution Is. HealthcareRevolution's role under these Terms is limited to providing technology,administrative coordination, network connectivity, and payment infrastructure.Specifically, Healthcare Revolution provides: (i) the Platform technology thatconnects Employer to participating clinics and providers; (ii) administrativecoordination of enrollment, roster management, and Program operations; (iii)access to a curated network of longevity, regenerative, preventive, precisionmedicine, and executive-health clinics and providers; (iv) paymentinfrastructure for Program-mediated transactions; and (v) reporting and datainfrastructure. Healthcare Revolution is a technology vendor and administrativecoordinator.
(c) WhatHealthcare Revolution Is NOT. Healthcare Revolution is NOT, and shall notbe deemed to be, nor shall it be characterized, marketed, or represented as:(i) an insurer, insurance carrier, reinsurer, or self-insured plan; (ii) aninsurance product, insurance policy, insurance contract, or any other form ofinsurance; (iii) an insurance broker, agent, producer, agency, or generalagent; (iv) an employee benefit plan or employee benefits product; (v) abenefits broker, benefits consultant, or benefits advisor; (vi) a third-partyadministrator (TPA); (vii) a plan administrator; (viii) a plan sponsor; (ix) anamed fiduciary, ERISA fiduciary, or any other type of fiduciary with respectto the Program or any participant in the Program; (x) a claims administrator,claims adjudicator, utilization review entity, or pharmacy benefit manager;(xi) an actuary or actuarial service provider; (xii) a tax advisor, accountant,or legal advisor; or (xiii) a healthcare provider or any provider of clinical,medical, diagnostic, or treatment services. The full list of servicesHealthcare Revolution does not provide is set forth in Section 4, and thelimitations therein apply throughout the Term and any wind-down period.Employer shall not represent to any third party that Healthcare Revolutionserves any role excluded by this Section 2(c) or by Section 4.
(d)Employer's Role. Employer is solely responsible for designing, structuring,sponsoring, administering, and operating the Program, including withoutlimitation eligibility determinations as set forth in Section 3.
(e)Employer's Advisors. Employer shall retain its own qualified legal, tax,benefits, accounting, insurance, and compliance advisors for all professionaladvice regarding the Program. Employer expressly disclaims any reliance onHealthcare Revolution for any such advice. Templates and tools that HealthcareRevolution provides through the Platform are provided for Employer'sconvenience only and must be reviewed, modified, and adapted by Employer's owncounsel before use.
(a)Employer Chooses the Structure. Employer is solely responsible forselecting and maintaining the legal structure of the Program. Employer maystructure the Program in any legally available form determined by Employer'sown qualified counsel, including without limitation: (i) a Section 125cafeteria plan or component thereof; (ii) a Health Savings Account (HSA) orHSA-integrated benefit; (iii) a Health Reimbursement Arrangement (HRA) orIndividual Coverage HRA; (iv) a self-funded employee health or welfare benefitplan; (v) an insured benefit; (vi) a fringe-benefit or executive perquisitearrangement; (vii) a wellness program; (viii) any combination of the foregoing;or (ix) any other legal structure Employer's counsel determines is appropriate.
(b)Employer's Sole Responsibility. Employer is solely and exclusivelyresponsible for the design, structure, sponsorship, administration, operation,and compliance of the Program, including without limitation: (i) selecting thelegal structure for the Program from among the options listed in Section 3(a)or any other legally available structure; (ii) preparing, adopting, andmaintaining all plan documents, board resolutions, summary plan descriptions,participant communications, and regulatory filings (including Form 5500 whereapplicable, Section 125 plan documents where applicable, HSA documentationwhere applicable, and any state-level filings); (iii) determining eligibilityfor each Enrolled Participant under whichever legal structure Employer has chosen,including without limitation Section 125 nondiscrimination testing, Section 223HSA eligibility, and any other structure-specific eligibility requirement; (iv)ensuring nondiscrimination compliance where applicable (Section 125 testing,HIPAA wellness rules, ACA, ERISA, or other applicable nondiscriminationregimes); (v) tax characterization, withholding, and reporting of anyProgram-related amounts; (vi) communicating with Enrolled Participantsregarding the Program; and (vii) complying with all applicable federal, state,and local laws.
(c)Blanket Eligibility Attestation. Employer represents, warrants, andcovenants that:
(i) Employer has selected and structuredthe Program in consultation with Employer's own qualified legal, tax, benefits,accounting, insurance, and compliance advisors;
(ii) Every individual that Employerenrolls, or causes to be enrolled, in the Program through the Platform is, andwill at the time of enrollment be, eligible to participate in the Program underthe legal structure Employer has chosen, including any applicable eligibilitytests (such as Section 125 nondiscrimination rules, HSA eligibility under IRC §223, or any other applicable eligibility criteria);
(iii) Employer is solely responsible fordetermining eligibility at the individual level for each enrollee, and fordocumenting and retaining that determination in Employer's own records;
(iv) Healthcare Revolution shall have noobligation to receive, verify, request, maintain, or document anyper-individual eligibility certification, and Employer shall not be required todeliver any per-enrollment certification to Healthcare Revolution through thePlatform; and
(v) Healthcare Revolution may relyconclusively on Employer's enrollment actions through the Platform asEmployer's confirmation that each enrolled individual is eligible. Employer'saddition of any individual to the Program through the Platform constitutesEmployer's representation and warranty as to that individual's eligibility.
(d)Structure-Specific Eligibility Attestation. Without limiting the generalityof the foregoing, Employer makes the following structure-specificrepresentations and warranties for each legal structure Employer may select forthe Program:
(i) Section 125 Cafeteria Plan. IfEmployer structures the Program as or through a Section 125 cafeteria plan,Employer represents and warrants that the Program complies with theeligibility, election, nondiscrimination, and operational requirements of Section125 of the Internal Revenue Code and the regulations thereunder, and that everyindividual Employer enrolls is eligible under those requirements.
(ii) HSA / HSA-Integrated Benefit. IfEmployer structures the Program through HSAs or as an HSA-integrated benefit,Employer represents and warrants that every individual Employer enrolls isHSA-eligible under IRC § 223 at the time of enrollment, and that the Programcomplies with all HSA contribution, distribution, reporting, andnondiscrimination requirements.
(iii) Other Structures. For any otherstructure Employer chooses (including without limitation HRA/ICHRA, self-fundedbenefit, insured benefit, fringe benefit, executive perquisite, or wellnessprogram), Employer represents and warrants compliance with the eligibility,nondiscrimination, and operational requirements applicable to that structure,and that every individual Employer enrolls meets the applicable eligibilityrequirements.
In all casesunder this Section 3(d), the eligibility determination at the individual levelis solely Employer's responsibility. Healthcare Revolution has no role in, andassumes no liability for, the eligibility determination.
(e)Continuing Attestation. Employer's blanket eligibility attestation underSection 3(c) and Employer's structure-specific eligibility attestations underSection 3(d) are continuing representations and warranties that run throughoutthe Term and apply to each individual whom Employer enrolls or causes to beenrolled in the Program through the Platform. Employer shall maintain its ownrecords substantiating each Enrolled Participant's eligibility under the legalstructure Employer has chosen.
(f) Tax,Reporting, and Compliance. Employer is solely responsible for the taxcharacterization, withholding, reporting, and compliance treatment of anyProgram-related amounts and benefits under applicable federal, state, and localtax laws, including without limitation the Internal Revenue Code, ERISA, theAffordable Care Act, HIPAA, COBRA, and any state employee-benefit, insurance,and tax laws. Employer is solely responsible for any required regulatoryfilings, including without limitation Form 5500 filings (if any), Section 125plan documents (if applicable), HSA documentation, and any state-level filings.
Employerexpressly acknowledges and agrees that Healthcare Revolution is a technologyand administrative services platform only, and that the Platform Services areadministrative and technological only. Healthcare Revolution is NOT and DOESNOT provide, and the Platform Services do not include:
(a)insurance, an insurance product, or insurance brokerage, agency, or producerservices;
(b) legaladvice or the practice of law;
(c) taxadvice or the practice of accountancy;
(d)accounting services;
(e) employeebenefits advice, benefits brokerage, or benefits consulting;
(f) ERISAfiduciary services or plan sponsor services;
(g) planadministrator or third-party administrator services;
(h)compliance advice of any kind, including without limitation under ERISA, HIPAA,the Internal Revenue Code, Section 125, Section 213(d), Section 223 (HSA), theAffordable Care Act, COBRA, state insurance or benefit laws, the FloridaPatient Brokering Act, the federal Anti-Kickback Statute, or any other federal,state, or local law or regulation;
(i) claims administration, claimsadjudication, or utilization review;
(j) actuarialservices; or
(k) clinicalservices, medical advice, diagnosis, treatment, or any health care professionalservice.
Employer'sAcknowledgment. Employer expressly acknowledges that nothing communicatedby Healthcare Revolution, including without limitation any document template,sample plan language, talking points, marketing material, training content,platform tool, dashboard, or communication, constitutes legal, tax, accounting,benefits, insurance, fiduciary, or compliance advice. Templates and tools areprovided for Employer's convenience and must be reviewed, modified, and adaptedby Employer's own qualified counsel before use. Employer expressly disclaimsany reliance on Healthcare Revolution for any such advice and shall retain itsown qualified legal, tax, benefits, accounting, insurance, and complianceadvisors for all professional advice regarding the Program.
NoRepresentation as Sponsor or Fiduciary. Employer shall not represent to anyexecutive, employee, regulator, insurer, court, or other third party thatHealthcare Revolution is the plan sponsor, plan administrator, fiduciary,third-party administrator, insurer, broker, agent, or any other professionalservice provider with respect to the Program.
The expresslimitations in this Section 4 apply with full force throughout the Term and anywind-down period.
Inconsideration for the Fees, and subject to Employer's payment in full of allFees when due and Employer's compliance with these Terms, Healthcare Revolutionwill provide the Platform Services described in this Section 5, subject to theexpress limitations in Section 4.
5.1Platform Services Categories
• Document template provision. Provision of standarddocument templates (e.g., plan document templates, Section 125 plan templateskeletons, HSA documentation skeletons, board adoption resolution templates,and executive enrollment form templates) that Employer may use, modify, orreplace as Employer's own counsel determines. Templates are provided forEmployer's convenience only and do not constitute legal, tax, benefits, orcompliance advice.
• Administrative coordination. Coordination withEmployer's HR, finance, legal, and benefits teams in connection with therollout and ongoing operation of the Program.
• Eligibility administration at the system level.System-level tracking of individuals enrolled in the Program through thePlatform, including additions, removals, and roster reconciliation. Eligibilitydeterminations for each individual remain Employer's sole responsibility.
• Enrollment workflow coordination. Administrativecoordination of executive and employee enrollment workflows.
• Clinic network access. Access for Enrolled Participantsto Healthcare Revolution's network of participating longevity, preventive,regenerative, executive-health, and precision medicine clinics.
• Customer service infrastructure. Customer servicesupport for Employer's HR and benefits teams, for Enrolled Participants, andfor participating clinics on Platform-mediated interactions.
• Reporting. Quarterly utilization summaries(deidentified at the individual level), annual program documentation, andad-hoc reporting on reasonable request.
• Platform infrastructure. HIPAA-aligned safeguards, SOC2 Type II controls, payment infrastructure, and seven-year retention ofPlatform-mediated transaction records.
5.2Modifications to Platform Services
HealthcareRevolution may modify, add, deprecate, or remove specific Platform Servicesfrom time to time on reasonable written notice through the Employer portal orby email. Healthcare Revolution will not, during a Term, materially diminishthe core Platform Services in a manner that frustrates the basic purpose ofthese Terms, but may make ordinary product improvements, deprecations, andfeature changes.
(a) SetupFee. Employer shall pay Healthcare Revolution a one-time Setup Fee in theamount set forth in the signing flow at the time Employer signs these Terms.The Setup Fee is nonrefundable and is in consideration for HealthcareRevolution's onboarding and Program-launch services. The Setup Fee is chargedon the Effective Date.
(b)Per-Participant Fee ("PEPM"). Employer shall pay HealthcareRevolution a recurring monthly per-enrolled-participant-per-month fee (the"PEPM") in the amount set forth in the signing flow at the timeEmployer signs these Terms, charged in advance on the first Business Day ofeach calendar month based on the count of individuals enrolled in the Programthrough the Platform as of the last day of the preceding month.
(c)Payment Method; Recurring Auto-Bill. Employer shall pay all amounts dueunder these Terms by recurring credit card auto-bill, commercial purchasingcard, or such other recurring auto-bill or payment method as HealthcareRevolution may accept from time to time. The default payment method isrecurring credit card auto-bill. ACH, wire transfer, or other payment methodsmay be accepted at Healthcare Revolution's sole discretion on Employer'swritten request, subject to such terms (including auto-debit authorization,minimum-balance requirements, or additional fees) as Healthcare Revolution mayreasonably impose. Employer authorizes Healthcare Revolution to chargeEmployer's designated payment method on file for the Setup Fee, the recurringPEPM, and any other amounts due under these Terms. Employer shall maintain avalid, sufficient, and non-expired payment method on file at all times duringthe Term and any wind-down period. Employer is solely responsible for ensuringits payment method remains current. Employer shall promptly update the paymentmethod on file before expiration or any change.
(d) FailedCharges; Cure Period. If any charge to Employer's designated payment methodfails for any reason, the failure enters a five (5) Business Day cure periodduring which Employer shall update the payment method or otherwise cure thefailure. Failed charges accrue interest from the original due date at the rateof one and one-half percent (1.5%) per month, or the maximum rate permitted bylaw, whichever is lower.
(e)Suspension Upon Non-Payment; Employer Sole Liability for Consequences. IfEmployer fails to cure a payment default within the cure period, HealthcareRevolution may, in its sole discretion and without further notice, suspend anyor all Platform Services. Healthcare Revolution has no obligation to performany service for which payment has not been received in cleared funds. Employerexpressly acknowledges and agrees that Healthcare Revolution shall have noliability whatsoever, and Employer waives and releases all claims againstHealthcare Revolution and its officers, directors, employees, agents,affiliates, and representatives, for any consequence of such suspension ornon-performance, including without limitation: (i) any tax, ERISA, HIPAA,Section 125, IRS, DOL, state insurance, or other regulatory consequence; (ii)any fine, penalty, audit finding, assessment, or claim against Employer, anyEnrolled Participant, or any other party; (iii) any benefit claim or denial;(iv) any reputational harm; (v) any inability of Employer to operate ormaintain the Program; (vi) any business interruption, lost productivity,executive or employee dissatisfaction, or harm to relationships; or (vii) anyfailure of Employer to meet any compliance, regulatory, or contractualobligation to any third party. Employer is solely responsible for ensuringcontinuity of any obligations to Enrolled Participants, regulators, insurers,and other third parties. Employer's payment obligations under these Terms areabsolute and unconditional, and Employer shall not be entitled to any setoff,deduction, withholding, abatement, recoupment, defense, or counterclaim againstamounts due.
(f)Pricing Changes; Reservation of Right. Healthcare Revolution may modify theSetup Fee schedule, the PEPM rate, and any other fee under these Terms, in itssole discretion, effective at the start of any Renewal Term, upon at leastsixty (60) days' written notice to Employer prior to the start of such RenewalTerm. Pricing changes do not apply retroactively and do not affect thethen-current Term. If Employer does not wish to accept a pricing changeapplicable to a Renewal Term, Employer's sole remedy is to give timely writtennotice of non-renewal in accordance with Section 7(b). Employer's failure togive timely notice of non-renewal constitutes Employer's acceptance of the newpricing for the Renewal Term.
(a)Initial Term. These Terms begin on the Effective Date and continue for aninitial term of twelve (12) months (the "Initial Term"). The InitialTerm is a firm minimum commitment by Employer; Employer may not terminate theseTerms during the Initial Term for any reason other than Healthcare Revolution'suncured material breach as set forth in Section 7(c).
(b)Auto-Renewal; Always Renews Unless Cancelled. Upon expiration of theInitial Term, these Terms automatically renew for successive twelve (12) monthrenewal terms (each, a "Renewal Term"; collectively with the InitialTerm, the "Term"). These Terms always renew automatically. Eitherparty may prevent renewal only by providing written notice of non-renewal tothe other party at least ninety (90) days prior to the end of the then-currentTerm. A notice of non-renewal received less than ninety (90) days before theend of the then-current Term is ineffective; these Terms renew for the nextRenewal Term regardless, and the earliest opportunity for non-renewal is thenext-following renewal cycle. Each Renewal Term is itself a firm minimumcommitment; Employer may not terminate these Terms during a Renewal Term forany reason other than Healthcare Revolution's uncured material breach.
(c)Termination by Employer for Healthcare Revolution's Material Breach.Employer may terminate these Terms upon thirty (30) days' written notice toHealthcare Revolution specifying the alleged material breach, if HealthcareRevolution fails to cure within the notice period. Termination under thisSection 7(c) is Employer's sole right to terminate during the Initial Term orany Renewal Term.
(d)Immediate Termination by Healthcare Revolution. Healthcare Revolution mayterminate these Terms immediately upon written notice to Employer, withoutopportunity to cure, for any of the following: (i) Employer's non-paymentbeyond the cure period; (ii) Employer's insolvency, bankruptcy, assignment forthe benefit of creditors, or appointment of a receiver; (iii) Employer'smaterial violation of applicable law affecting the Program; (iv) Employer'sbreach of Section 3(c) or 3(d) (eligibility attestation) or Section 4 (noprofessional advice, no misrepresentation of Healthcare Revolution's role); (v)Employer's breach of Section 8 (confidentiality); or (vi) any other materialbreach by Employer that, in Healthcare Revolution's reasonable judgment,exposes Healthcare Revolution to legal, regulatory, or reputational risk.
(e) NoTermination for Convenience by Employer. Employer expressly acknowledgesand agrees that Employer may not terminate these Terms for convenience duringthe Initial Term or any Renewal Term. Any purported termination by Employerduring a Term other than for Healthcare Revolution's uncured material breach isa material breach of these Terms. Employer expressly waives any right toterminate these Terms for convenience, dissatisfaction, change in businessneeds, change of control, change in advisors, or any other reason during aTerm. In the event of any such purported termination or other material breachby Employer during a Term, Employer remains obligated for all Fees that wouldhave accrued through the end of the then-current Term, plus any other amountsthen due, as ordinary contract damages, and Healthcare Revolution may pursueall remedies available at law or in equity.
(f)Wind-Down. Following expiration or termination of these Terms, HealthcareRevolution shall provide reasonable transition support for ninety (90) days atno additional charge, including roster export, transaction history export, andcoordination with Employer's successor administrator (if any). Employer'spayment obligations through the effective date of expiration or termination,and any amounts owed under Section 7(e), remain due and payable.
(g) Effectof Termination; Survival. Upon termination or expiration of these Terms:(i) Employer's license under Section 11(b) terminates immediately, and Employershall cease all use of Healthcare Revolution Marks, Platform materials, anddocument templates within ten (10) Business Days; (ii) Healthcare Revolutionshall provide the wind-down transition support described in Section 7(f); (iii)Employer's payment obligations through the effective date of termination, andany accrued-Fee obligations under Section 7(e), remain due and payable; and(iv) the provisions of these Terms that by their nature should survivetermination, including without limitation Sections 2(c)–(e), 3, 4, 6(e),7(e)–(g), 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 21, survivetermination or expiration.
(a)Confidential Information. Each party may disclose to the other non-publicbusiness, technical, financial, operational, clinical, regulatory, andcontractual information in connection with these Terms and the Program(collectively, "Confidential Information"). Confidential Informationof Healthcare Revolution includes without limitation: pricing and economicterms; the structure of the Program and the Platform; the Platform technologyand architecture; the clinical network composition, identity, and contractingstructure; sales and training materials; the CELA certification curriculum andmaterials; the Section 125, HSA, and other plan structure templates and designchoices; benefit architecture; account, prospect, and pipeline data; and anyother information that should reasonably be understood as confidential.Confidential Information of Employer includes without limitation:Employer-specific roster, eligibility, and enrollment information; Employer'sinternal business, financial, and operational information; and any otherEmployer information designated as confidential or that should reasonably beunderstood as confidential.
(b) UseRestrictions. Each party shall (i) hold the other party's ConfidentialInformation in strict confidence; (ii) use Confidential Information solely forpurposes of performing these Terms; (iii) not disclose Confidential Informationto any third party other than its own officers, directors, employees,contractors, and professional advisors who have a bona fide need to know andwho are bound by confidentiality obligations no less protective than those inthis Section; and (iv) protect Confidential Information with at least the samedegree of care it uses for its own confidential information of similarsensitivity, but in no event less than reasonable care.
(c)Exclusions. Confidential Information does not include information that (i)is or becomes publicly available through no breach of these Terms; (ii) wasdemonstrably known to the receiving party prior to disclosure free of anyconfidentiality obligation; (iii) is independently developed by the receivingparty without use of the disclosing party's Confidential Information; or (iv)is required to be disclosed by law, court order, or governmental authority,provided that the receiving party gives prompt written notice to the disclosingparty to permit the disclosing party to seek a protective order.
(d) NoLicense. No license to any Confidential Information, intellectual property,or other right is granted by either party except as expressly stated in theseTerms.
(e)Survival. The confidentiality obligations of this Section 8 survivetermination of these Terms for a period of five (5) years, and indefinitelywith respect to any information that constitutes a trade secret underapplicable law for so long as the information remains a trade secret.
(f)Equitable Relief. Any breach or threatened breach of this Section 8 willcause irreparable harm to the non-breaching party for which monetary damagesare inadequate, and the non-breaching party shall be entitled to temporary,preliminary, and permanent injunctive relief without the requirement of postinga bond, in addition to all other remedies available at law or in equity.
(a) DataCategories. Healthcare Revolution processes the following categories ofdata through the Platform: (i) Employer-provided business contact informationfor Employer's HR, finance, and benefits personnel; (ii) Eligible Participantand Enrolled Participant contact information and Program enrollment status;(iii) payment and billing information; and (iv) Platform-mediated transactionrecords reflecting Platform-coordinated interactions among Employer, EnrolledParticipants, and participating clinics. The Platform is not designed toreceive, store, or process clinical records, diagnoses, treatment plans, orother PHI from clinical encounters that occur outside the Platform; if any suchPHI is incidentally received, it is governed by the BAA described in Section10.
(b) Use ofData. Healthcare Revolution uses Employer-provided data andPlatform-generated data solely to: (i) deliver the Platform Services; (ii)operate, secure, improve, and protect the Platform; (iii) comply withapplicable law; (iv) generate aggregated and deidentified analytics,benchmarks, and reports; (v) communicate with Employer regarding the Program;and (vi) prevent, investigate, and respond to fraud, security incidents, orabuse. Healthcare Revolution does not sell Employer or Participant personalinformation.
(c)Security. Healthcare Revolution maintains administrative, physical, andtechnical safeguards designed to protect data in accordance with applicable lawand industry standards, including encryption in transit and at rest, role-basedaccess controls, audit logging, regular security assessments, and SOC 2 Type IIcontrols.
(d) DataRetention. Platform-mediated transaction records are retained for seven (7)years from the date of the record, except as a longer retention period isrequired by applicable law. Employer is solely responsible for retention ofEmployer's own records under applicable law.
(e)Employer Data Responsibilities. Employer is solely responsible for: (i)providing all required notices and obtaining all required consents fromEligible Participants and Enrolled Participants for the data flows contemplatedby these Terms; (ii) the accuracy and completeness of all data Employerprovides through the Platform; (iii) Employer's own data security at Employer'sendpoints; and (iv) compliance with applicable privacy laws (including HIPAA,state privacy laws, GDPR where applicable, and any other applicable law) withrespect to Employer's own data activities.
(a)Default Posture. The Platform is designed so that Healthcare Revolutiondoes not routinely create, receive, maintain, or transmit PHI on behalf ofEmployer. In the default operating mode, Healthcare Revolution operates as atechnology and administrative coordinator, not as a HIPAA covered entity orbusiness associate.
(b) BAA onRequest. If Employer determines, in consultation with Employer's owncounsel, that the Program is structured in a manner that causes HealthcareRevolution to be a business associate of Employer (or of Employer's healthplan) under HIPAA, Employer may request a Business Associate Agreement("BAA"). Healthcare Revolution will, on Employer's reasonablerequest, execute a BAA substantially in the form posted atwww.betterbyhcr.com/policies, with reasonable customizations as the parties mayagree.
(c) BAAControls. Where a BAA is in place, the terms of the BAA control withrespect to PHI. Where a BAA is not in place, Employer represents and warrantsthat Employer's use of the Platform does not require a BAA, and Employer shallindemnify Healthcare Revolution for any third-party claim arising from theabsence of a BAA in a circumstance where one was required under HIPAA.
(a)Healthcare Revolution IP. All intellectual property rights in the Platform,the Healthcare Revolution Marks, the Platform technology, training curricula(including the CELA program), document templates, marketing materials, salesplaybooks, the Section 125 / HSA / benefit structure architecture, and anyderivatives or improvements thereof, are and remain the sole property ofHealthcare Revolution. Nothing in these Terms transfers any ownership inHealthcare Revolution IP to Employer.
(b)License to Employer. During the Term, Healthcare Revolution grants Employera limited, non-exclusive, non-transferable, non-sublicensable, revocablelicense to (i) use the Platform for the purposes contemplated by these Terms;(ii) use, modify, and adapt the document templates Healthcare Revolutionprovides through the Platform for purposes of Employer's Program (withEmployer's own counsel's review); and (iii) use the Healthcare Revolution Markssolely to identify Employer's participation in the Program, in accordance withthe Marketing and Co-Branding Policy. This license terminates immediately upontermination or expiration of these Terms.
(c)Employer Materials. Employer retains all intellectual property rights inEmployer's name, marks, internal documents, and other materials existing priorto these Terms or developed independently of these Terms.
(d)Feedback. If Employer provides Healthcare Revolution with any feedback,suggestions, or ideas regarding the Platform or Platform Services, HealthcareRevolution may use such feedback freely and without restriction, and anyimprovements or derivatives are owned by Healthcare Revolution.
(e)Aggregated and Deidentified Data. Healthcare Revolution may createaggregated and deidentified data from Platform usage and may use, share, andcommercialize such aggregated and deidentified data, provided that the datadoes not identify Employer, any Enrolled Participant, or any other naturalperson.
(a)Indemnification by Employer. Employer shall indemnify, defend, and holdharmless Healthcare Revolution and its officers, directors, employees, agents,affiliates, and representatives from and against any and all claims,liabilities, damages, losses, judgments, settlements, costs, and expenses(including reasonable attorneys' fees) arising out of or relating to: (i)Employer's breach of these Terms; (ii) Employer's negligence or willfulmisconduct; (iii) Employer's eligibility determinations and the eligibilityattestations under Sections 3(c) and 3(d); (iv) Employer's design, structure,sponsorship, administration, operation, or compliance posture of the Program;(v) Employer's misrepresentations to any Enrolled Participant, regulator,insurer, or other third party regarding Healthcare Revolution's role; (vi) anytax, ERISA, HIPAA, Section 125, Section 223, ACA, IRS, DOL, or state-levelregulatory, audit, or compliance matter arising from the Program; (vii) anybenefit claim brought by an Enrolled Participant or beneficiary; (viii)Employer's data inputs and Employer's data activities under Section 9(e); or(ix) the absence of a BAA in a circumstance where one was required under HIPAA.
(b)Indemnification by Healthcare Revolution. Healthcare Revolution shallindemnify, defend, and hold harmless Employer and its officers, directors,employees, agents, affiliates, and representatives from and against any and allclaims, liabilities, damages, losses, judgments, settlements, costs, andexpenses (including reasonable attorneys' fees) arising out of or relating to:(i) Healthcare Revolution's breach of these Terms; (ii) Healthcare Revolution'sgross negligence or willful misconduct in operating the Platform; or (iii) athird-party claim that the Platform, as provided and used in accordance withthese Terms, infringes a U.S. patent, copyright, trademark, or trade secret.
(c)Indemnification Procedure. The party seeking indemnification (the"Indemnified Party") shall give prompt written notice to theindemnifying party (the "Indemnifying Party") of any claim for whichindemnification is sought. The Indemnifying Party shall have the right tocontrol the defense of the claim with counsel of its choosing reasonablyacceptable to the Indemnified Party. The Indemnified Party may participate inthe defense at its own expense. The Indemnifying Party may not settle any claimwithout the Indemnified Party's prior written consent (not unreasonablywithheld) if the settlement would impose any liability or obligation on theIndemnified Party other than payment of money for which the Indemnifying Partyis fully responsible. Failure of the Indemnified Party to give prompt noticedoes not relieve the Indemnifying Party of its obligations except to the extentthe Indemnifying Party is materially prejudiced by the delay.
EXCEPT FOR(A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (B) BREACHES OFCONFIDENTIALITY UNDER SECTION 8, (C) EMPLOYER'S PAYMENT OBLIGATIONS UNDERSECTION 6 AND EMPLOYER'S ACCRUED-FEE OBLIGATIONS UNDER SECTION 7(E), (D)BREACHES OF INTELLECTUAL PROPERTY OR LICENSE RESTRICTIONS UNDER SECTION 11, OR(E) WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TOTHE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESSOPPORTUNITY, REGULATORY FINES OR PENALTIES, AUDIT ASSESSMENTS, OR LOSS OFGOODWILL. SUBJECT TO THE FOREGOING EXCEPTIONS, HEALTHCARE REVOLUTION'SAGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLYPAID BY EMPLOYER TO HEALTHCARE REVOLUTION UNDER THESE TERMS.
EMPLOYEREXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LIMITATION IN THIS SECTION 13APPLIES TO, AND HEALTHCARE REVOLUTION SHALL HAVE NO LIABILITY FOR, ANY TAX,ERISA, HIPAA, SECTION 125, SECTION 223, ACA, IRS, DOL, STATE INSURANCE ORBENEFIT, OR OTHER REGULATORY FINE, PENALTY, AUDIT FINDING, ASSESSMENT, OR CLAIMAGAINST EMPLOYER OR ANY ENROLLED PARTICIPANT ARISING FROM (I) EMPLOYER'S CHOICEOF PROGRAM STRUCTURE, (II) EMPLOYER'S ELIGIBILITY DETERMINATIONS (INCLUDINGWITHOUT LIMITATION ANY DETERMINATION REGARDING SECTION 125 NONDISCRIMINATION,SECTION 223 HSA ELIGIBILITY, OR ANY OTHER STRUCTURE-SPECIFIC ELIGIBILITYREQUIREMENT), (III) ANY TAX CHARACTERIZATION OR REPORTING, (IV) ANY COMPLIANCEFAILURE BY EMPLOYER, OR (V) ANY SUSPENSION OF PLATFORM SERVICES FOR NON-PAYMENTOR OTHER BREACH BY EMPLOYER.
Each partyrepresents and warrants to the other that: (a) it has full legal authority toenter into and perform these Terms, and the execution and performance of theseTerms does not violate any law, regulation, judgment, or other agreement bywhich it is bound; (b) it is not currently subject to any debarment, exclusion,or suspension from any federal or state healthcare program or financialservices regulator, and has no knowledge of any pending or threatened actionthat would result in such status; and (c) all information provided to the otherparty in connection with these Terms is true, complete, and accurate in allmaterial respects.
In addition,Employer represents and warrants that: (d) Employer has selected and structuredthe Program in consultation with Employer's own qualified legal, tax, benefits,accounting, insurance, and compliance advisors; (e) every individual Employerenrolls or causes to be enrolled in the Program through the Platform meets theeligibility requirements of the structure Employer has chosen; (f) Employer hasobtained all consents and provided all notices required for the data flowscontemplated by these Terms; (g) Employer has authority to authorize thepayment method on file under Section 6; and (h) Employer is not relying onHealthcare Revolution for any legal, tax, accounting, benefits, insurance,fiduciary, or compliance advice.
Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM AND PLATFORMSERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," ANDHEALTHCARE REVOLUTION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, ORSTATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIETENJOYMENT. HEALTHCARE REVOLUTION DOES NOT WARRANT THAT THE PLATFORM WILL BEUNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.
(a)Governing Law. These Terms are governed by and construed in accordance withthe laws of the State of Florida, without regard to its conflict-of-lawsprinciples.
(b)Mediation First. Before initiating arbitration or litigation, the partiesshall attempt in good faith to resolve any dispute through mediationadministered by the American Arbitration Association (AAA) under its CommercialMediation Procedures, conducted in Palm Beach County, Florida. Either party mayinitiate mediation by written notice; if the parties have not resolved thedispute within sixty (60) days after the initiating notice, either party mayproceed under Section 15(c). Notwithstanding the foregoing, HealthcareRevolution may proceed directly to collection of unpaid Fees and accrued-Feeobligations under Section 7(e) without first proceeding through mediation.
(c)Binding Arbitration. Any unresolved dispute, claim, or controversy arisingout of or relating to these Terms, including breach, termination, enforcement,interpretation, or validity, shall be submitted to binding arbitrationadministered by the AAA under its Commercial Arbitration Rules. The arbitrationshall be conducted by a single arbitrator, in English, with the seat ofarbitration in Palm Beach County, Florida. The arbitrator may grant any reliefthat a court could grant, including injunctive relief. Judgment on thearbitration award may be entered in any court of competent jurisdiction.
(d)Injunctive Relief Carve-Out. Notwithstanding Sections 15(b) and (c), eitherparty may seek temporary or preliminary injunctive or equitable relief in thestate or federal courts located in Palm Beach County, Florida, in aid ofarbitration or to preserve the status quo pending arbitration. The partiesstipulate that the state and federal courts located in Palm Beach County,Florida have personal jurisdiction over the parties and are a convenient forumfor any such proceedings, and each party waives any defense based on lack ofpersonal jurisdiction, improper venue, or forum non conveniens.
(e)Attorneys' Fees and Costs. In any mediation, arbitration, or courtproceeding arising out of or relating to these Terms, the prevailing partyshall be entitled to recover from the non-prevailing party its reasonableattorneys' fees, expert witness fees, mediation and arbitration fees, courtcosts, and other reasonable expenses incurred in connection with theproceeding, in addition to any other relief awarded.
(f) JuryTrial and Class Action Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVESANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISINGOUT OF OR RELATING TO THESE TERMS. THE PARTIES AGREE THAT ANY ARBITRATION SHALLBE CONDUCTED IN THE PARTIES' INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS,COLLECTIVE, OR REPRESENTATIVE ACTION.
Neither partyshall be liable for any delay or failure to perform its obligations under theseTerms (other than Employer's payment obligations, which are absolute andunconditional) to the extent the delay or failure is caused by events beyondthe party's reasonable control, including without limitation acts of God,natural disasters, pandemics, war, civil unrest, terrorist acts, governmentalactions, labor disputes (other than those involving the affected party's ownworkforce), and failures of internet, payment processing, or telecommunicationsinfrastructure not operated by the affected party. The affected party shallgive prompt notice and use commercially reasonable efforts to mitigate theeffect. If a force majeure event continues for more than ninety (90)consecutive days, either party may terminate these Terms upon written notice.Employer's payment obligations for Fees accrued through the date of terminationremain due and payable.
All noticesand other communications required under these Terms shall be in writing anddelivered to the address (physical or email) recorded for the receiving partyin the signing platform, or to such other address as a party designates inwriting. Notices shall be deemed delivered: (a) when received, if delivered byhand or by overnight courier; (b) three (3) Business Days after deposit in theU.S. mail, if sent by certified mail, return receipt requested; or (c) on theBusiness Day sent, if sent by email with confirmation of receipt before 5:00p.m. Eastern Time on a Business Day, otherwise the next Business Day. Routineoperational communications (other than notices of breach, termination, dispute,or non-renewal) may be sent through the Employer portal.
The followingPlatform Policies are incorporated into these Terms by reference and govern theoperational matters they address. Current versions are published atwww.betterbyhcr.com/policies:
• Marketing and Co-Branding Policy
• Data Security and Acceptable Use Policy
• Privacy Policy
• Patient Confidentiality and HIPAA Posture Policy(including BAA form, if applicable)
• Customer Service and Escalation Policy
• Reporting and Analytics Policy
• Wind-Down and Transition Policy
HealthcareRevolution may modify the Platform Policies from time to time on at least sixty(60) days' written notice. Modifications take effect on the effective datestated in the notice. Employer's continued use of the Platform after theeffective date constitutes acceptance.
Employer maynot assign or transfer these Terms, by operation of law or otherwise, withoutHealthcare Revolution's prior written consent. Any purported assignment inviolation of this Section is void. A change of control of Employer (defined asa transaction or series of transactions transferring more than fifty percent(50%) of Employer's voting equity or substantially all of Employer's assets)constitutes an assignment requiring consent. Healthcare Revolution may assignthese Terms at any time, including in connection with any merger, acquisition,sale of assets, reorganization, or financing transaction, on written notice toEmployer. These Terms are binding upon and inure to the benefit of the partiesand their permitted successors and assigns.
HealthcareRevolution may modify these Terms from time to time on at least sixty (60)days' written notice posted at www.betterbyhcr.com/policies and delivered byemail to Employer. Modifications take effect on the effective date stated inthe notice. Modifications that materially adversely affect Employer's economicterms or core rights take effect only after Employer's affirmative re-consentor after a thirty (30) day notice period during which Employer may give noticeof non-renewal under Section 7(b). The version of these Terms in effect at thetime of Employer's electronic signature is recorded by the signing platform inaccordance with Section 22.
(a) EntireAgreement. These Terms, the BAA (if any), and the Platform Policiesincorporated by reference constitute the entire agreement between the partieson the subject matter and supersede all prior agreements, understandings,communications, and proposals, whether written or oral.
(b)Amendment. Except for Platform Policy modifications under Section 18 andmodifications to these Terms under Section 20, no amendment to these Terms iseffective unless in writing and signed by both parties (which may be byelectronic signature).
(c)Severability; Reformation. If any provision of these Terms is held invalidor unenforceable, the remaining provisions shall remain in full force andeffect, and the invalid provision shall be reformed to the maximum extentnecessary to be enforceable under applicable law. The parties expresslyauthorize the court or arbitrator to reform any such provision.
(d)Waiver. No waiver of any provision is effective unless in writing andsigned by the waiving party. No failure or delay by a party in exercising anyright or remedy operates as a waiver.
(e)Construction. Section headings are for convenience only and do not affectinterpretation. "Including" and similar words are not limiting. Bothparties have had the opportunity to review and negotiate these Terms; no ruleof contract construction shall be applied against either party as drafter.
(f)Cumulative Remedies. The rights and remedies of the parties under theseTerms are cumulative and not exclusive of any other rights or remediesavailable at law, in equity, by statute, or otherwise. Election of one remedydoes not preclude election of another.
(g) NoThird-Party Beneficiaries. These Terms are for the sole benefit of theparties and their permitted successors and assigns. No Enrolled Participant,executive, employee, beneficiary, regulator, insurer, or other third party hasany rights, remedies, claims, or causes of action under these Terms.
(h)Independent Counsel; No Reliance. Each party acknowledges that it has hadthe opportunity to consult with independent legal, tax, accounting, benefits,and compliance counsel of its own choosing before entering into these Terms,and that it has not relied on any representation or statement of the otherparty (or any agent of the other party) other than those expressly set forth inthese Terms. Each party assumes the risk of any mistake or misunderstandingregarding facts not warranted in these Terms.
(i)Counterparts; Electronic Execution. These Terms may be executed incounterparts, each of which is deemed an original and all of which togetherconstitute one instrument. Electronic signatures (including click-to-acceptsignatures captured by Healthcare Revolution's signing platform) have the samelegal effect as handwritten signatures under the Florida ElectronicTransactions Act and the federal Electronic Signatures in Global and NationalCommerce Act.
(j) Timeof the Essence. Time is of the essence with respect to all paymentobligations and all notice, cure, and renewal periods under these Terms.
(k)Survival. All provisions of these Terms that by their nature should survivetermination survive termination or expiration of these Terms.
(l)Further Assurances. Each party shall execute and deliver such additionaldocuments and take such additional actions as the other party may reasonablyrequest to carry out the purposes of these Terms.
(m)Independent Contractors. The parties are independent contractors. Nothingin these Terms creates any partnership, joint venture, agency, franchise,fiduciary, or employment relationship between the parties. Neither party hasauthority to bind the other except as expressly authorized in writing.
(n)Notices Regarding Insolvency. Employer shall promptly notify HealthcareRevolution in writing of any voluntary or involuntary bankruptcy filing,assignment for the benefit of creditors, appointment of a receiver, or materialinsolvency event affecting Employer. Failure to notify is a material breach.
Employerexpressly consents to conduct this transaction electronically. The typed name,mark, electronic signature, or click-to-accept action of Employer's authorizedsignatory below constitutes Employer's electronic signature under the FloridaElectronic Transactions Act (Fla. Stat. § 668.50) and the federal ElectronicSignatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) andhas the same legal effect as a handwritten signature. The signing platformcaptures and retains the electronic signature, the date and time of signing,the IP address from which Employer signed, the version of these Terms in effectat signing, and a hash of the document signed. Employer's authorized signatoryrepresents and warrants that he or she has the corporate authority to bindEmployer to these Terms and to authorize the payment method on file underSection 6.
Byelectronically signing below, Employer agrees to be bound by these Terms.
Theindividual signing represents they have full legal authority to bind thecompany to these Terms.
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