Terms and Conditions
These Terms and Conditions will be effective for all users as of October 1st, 2021
These Terms and Conditions (these “T&Cs”) are a binding contract between you, BenefitHub, Inc. (“BenefitHub”), and its affiliated entities. These T&Cs apply to and govern your access and use of: (i) our website (the “Website”), (ii) the BenefitHub platform subdomain made available to you (“Platform”) by BenefitHub, or your employer or other sponsoring organization (“Sponsor”), (iii) our SavingsScout™ extension for desktop web browsers (“SavingsScout”), (iv) the BenefitHub mobile application (the “Mobile App”), (v) and any other online services, software applications, new features, upgrades, enhancements, or add-on services provided by BenefitHub ((i) through (v) referred to collectively as, the “Services” and individually as “BH Tools”). The term “we” “us” or “our” shall refer to BenefitHub and its affiliated entities, and “you” shall mean you as the user of the Services and any other individual, beneficiary or invitee of yours. The term “Parties” shall refer to you and us collectively.
If you are a business or other entity, or an administrator of a business or other entity, that does not maintain a separate written agreement with BenefitHub, and you are not receiving access to the Services through a direct agreement with a broker or partner affiliated with BenefitHub, then these T&Cs shall govern and control.
You must register for an account in order to access and take advantage of the Services. By registering for and using the Services you acknowledge that you have read, understand, and agree to be bound by these T&Cs. If you are a natural person, then you must be a resident of the United States or one of its territories and be at least eighteen (18) years of age, or the majority age of your state of residence, to register a BenefitHub account and use the Services. If you are a business or other entity, then your business or entity must be registered or organized in, or a resident of, the United States or one of its territories to be eligible to register and use the Services.
By accepting these T&Cs, you are representing and warranting that you have the legal capacity to be bound, or to otherwise bind your affiliated business or entity, to the terms and conditions contained herein. If you do not agree with any of these T&Cs, do not register for, access, or otherwise use the Services. Furthermore, downloading and using the Mobile-App constitutes your agreement to be bound by the then current terms displayed in the Google or Apple app- store. We reserve the right to revise these T&Cs and any of the policies listed below from time to time. Each revised version will be published on the Website and made available through the Platform. By continuing to use our Services after any change are made, you agree to be bound by such changes. If you do not agree with any changes we make to these T&Cs, then you must rescind your consent and close your account by providing us with written notice. These T&Cs include:
- Our Legal Notice, Disclosure, and Consent Policies; and
- A binding agreement to resolve any dispute between you and us by binding arbitration on an individual basis;
A general release by you of all claims for damages against us that may arise out of or relating to your use of the Services, interactions, or purchases with third-party Discount Providers, or stemming from your relationship or affiliation with a Sponsor.
II. Description of the Services
The Services are comprised of a rich collection of resources, including access to a variety of lifestyle and voluntary benefits, discounts on goods and services marketed by third-party merchants and service providers (“Discount Providers”), communications tools, personalized content, and branded programming. The Services we provide are made available to you and your Sponsor free of charge. We are able to provide the Service for free by sourcing and marketing deals from Discount Providers that provide you with commercial value. When you make a purchase from a Discount Provider, we may receive a commission or revenue share, which enables us to support and further expand the Services.
In sourcing discounts and deals from Discount Providers (each an “Offer”), we rely on the material representations made and information provided by such Discount Providers, which include, but are not limited to descriptions, content, marketing materials, pricing, availability, unique terms or conditions, eligibility criteria, disclaimers, and any other information related to an Offer that is displayed on the BH Tools. We attempt to verify and ensure that the information provided to us by Discount Providers is accurate, but do not represent or warrant that any Offer information displayed on the BH Tools is accurate, complete, reliable, current, or error-free. If you believe an Offer is inaccurate or misleading upon being redirected to a Discount Provider’s website (each a “Third-Party Site”), then you should notify us in writing and provide reasonable detail of the Offer or information at issue. Offers are often provided to us by Discount Providers in the form of a unique coupon code or affiliate link to a co-branded Third-Party Site. These codes and links are reserved for use by you and other registered users of the Services and should not be posted externally or otherwise shared. Posting, disclosing, or otherwise sharing Offer links and codes outside of the BH Tools may result in the termination of your Account.
III. Your Account & Use of the Services
Upon registering for the Services, you will be prompted to provide the following information: (i) your personal or Sponsor affiliated e-mail address; (ii) your first and last name; (iii) your password; and (iv) certain consents and preference information (collectively, your “Account Registration Information”). You agree to provide true, accurate, current, and complete Account Registration Information and to update such information as necessary while you continue to use the Services. Your Account Registration Information will be stored by us to establish and manage your account (“Account”), which you may use to login and use the Services. Your Account is personal to you and is not transferable by you to any other person or entity. We reserve the right to eliminate portions of, or make changes to, the Services at any time.
Access to the Services may be interrupted from time to time due to third-party service provider failures outside of our control (such internet infrastructure failures and hosting services failures). Access may also be interrupted for periodic updating, maintenance, or repair of the Services. While we will make reasonable efforts to make the Services available to you, we do not make any representation, warranty, or guarantee that the Services will be available to you at all times or for any measurable up-time over a period of time.
We reserve the right to immediately terminate your Account and revoke your license to access the Services if we determine, in our reasonable discretion, that you: (i) have violated or infringed on any of our intellectual property rights; (ii) violated any law or regulation, or these T&Cs; (iii) engage in harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise offensive or objectionable behavior; (iv) jeopardize the security of your Account, including account sharing; (v) access or attempt to access the account any other user; (vi) violate or attempt to breach the security of the Services, or any of our computer networks or encryption protocols; (vii) Run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure) or that would bypass the navigational structure or presentation of the Services; (viii) utilize, or cause to be utilized, any “Crawls,” “scrapes,” or “spiders” on any page, data, or portion of the BH Tools; (ix) make copies or store any significant portion of the BH Tools or the content contained therein; (x) decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of the BH Tools.
IV. Third-Party Site Purchases
You may be required to register for an account on a Third-Party Site in order to take advantage of certain Offers from Discount Providers. All products and services you purchase from Third-Party Sites linked to from or through the BH Tools, including Third-Party Sites cobranded with BenefitHub’s trademarks, logos, and tradenames, are managed, priced, performed, fulfilled, shipped, or otherwise serviced by the applicable Discount Provider (including, but not limited to, the inclusion of applicable federal, state, or local taxes, and any additional fees, such as shipping and handling at the point of sale). Each Discount Provider is solely and exclusively responsible for the processing of your purchases, including any cancellations, refunds, or returns. You hereby acknowledge that neither your Sponsor or us shall be responsible for any performance, duty, or obligation represented, warranted, or otherwise owed to you as a result of any purchase you make or Offer you redeem on any Third-Party Site. You further acknowledge that we do not have any control over the products or services provided by the Discount Providers who market their Offers through the BH Tools and cannot ensure that such Discount Providers will actually perform as you expect them to based on the nature of your direct agreement with them or the content they provide for the Offer. We are not a distributor or reseller of the products or services of any Discount Provider or in relation to any Offer marketing through the BH Tools, nor are we or your Sponsor a party to any subsequent purchase agreement you may enter into directly with a Discount Provider on a Third-Party Site.
When making a purchase or redeeming an Offer on a Third-Party Site, you may be subject to the Discount Provider’s terms and conditions applicable to such purchase or Offer. You should carefully review each Discount Provider’s terms and conditions prior to you making a purchase or redeeming an Offer, including their refund, cancellation, return, or dispute resolution policies. You may also receive communications from a Discount Provider after registering on a Third-Party Site, redeeming an Offer, or purchasing their products or services. You acknowledge and agree that neither BenefitHub or your Sponsor is responsible for any transaction you choose to engage in with any Discount Provider, any communications you receive from Discount Providers, or remedying any dispute that may arise between you and a Discount Provider in relation to any purchase or Offer redemption you make on a Third-Party Site. If you are unhappy or experience issues with a purchase made on a Third-Party Site, or want to cancel or return a purchase, then you must contact the Discount Provider associated with the Offer who owns and controls the Third-Party Site and provides the products and services you purchased. If you experience difficulty contacting a Discount Provider or require assistance in doing so, please contact us.
Having read, understood, and acknowledged the above, You hereby agree that neither we nor your Sponsor, and each of our respective officers, directors, employees, agents, and successors shall be responsible or liable for any loss or damage of any sort incurred by you as the result of any transaction you choose to engage in with a Discount Provider, any content displayed on a Third-Party Site, or as a result of the actions or omissions of any Discount Provider or their personnel.
V. Direct Payments, Gift Cards, & Vouchers
When you purchase a product, gift card, or voucher (“Products”) directly from us on the BH Tools (“Order”), you agree that your Order is an offer to buy, which may be accepted or denied by us in our sole discretion, including after you have received confirmation of your Order via checkout, email, or customer support confirmation. The prices charged for the Products in each Order will be the price in effect at the time the Order is placed and will be set out in your Order confirmation email. Price changes will only apply to Orders placed after the date of such changes. We endeavor to display the most accurate pricing information available, however, we may display outdated, inaccurate, or other typographical errors relating to pricing or availability in error. As such, we reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Orders impacted by or relating to such errors.
Some Order payments are processed by our third-party payment processing provider Checkout Ltd. (“Checkout”), and we must receive payment in full, verified by Checkout, before we will accept your Order. When issuing a payment through Checkout, your payment card information will be processed by Checkout in accordance with their then current terms and policies (“Checkout Policies”). By submitting a payment through Checkout you agree to be bound by the Checkout Policies in relation to the processing of your payment for an Order, understand that we are not directly processing your payment data, and further agree to pay the price for such Order as set forth at the time your Order is placed, together with any associated shipping, handling, or processing fees, and applicable taxes. You further represent and warrant that: (i) the information you supply to us and Checkout is true, correct, and complete; (ii) you are authorized to use the credit card or other method of payment submitted; and (iii) all charges incurred by you will be honored by your bank, credit card company, or other payment provider.
In placing an Order for Products, you acknowledge that we are a reseller and not the manufacturer or primary provider of such Products. In making the Products available to you as a reseller, we are not endorsing, guaranteeing, or warranting such Products. The terms of sale specific to each Product, including any conditions, guarantees, or warranties provided by the manufacturer or primary provider, will be noted at the point of sale or in your confirmation receipt.
The BH Tools allow you to purchase gift cards, redeemable electronic codes, vouchers, and other e-gifts (“EProducts”) from third-party issuers and affiliated brands (“Issuer(s)”). The balance or commercial value associated with each such EProduct is maintained and handled by the Issuer and not BenefitHub. You are responsible for reading the full description and terms of sale associated with each EProduct. Once purchased, the EProduct will be delivered to you, or the indicated recipient indicated by you at the time of purchase, by the Issuer via email or other means indicated by the Issuer at the point of sale. Delivery may be delayed if the Issuer or Checkout requires additional time to verify your transaction based on the information you provided, or otherwise identifies your transaction as a fraud risk. We reserve the right to delay or decline purchases of EProducts for any reason or to limit the commercial value or number of EProducts you are able to buy through the BH Tools. We do not offer any refunds, returns, or cancellations on any EProducts. To seek a refund, return, or cancellation of an EProduct, you, or the recipient, must contact the Issuer and the EProduct must remain unused. If a dispute arises between you and an Issuer, you agree to release us (and our affiliates, subsidiaries, officers, directors, employees, and agents) from any and all claims arising out of or relating to such dispute.
VI. Using the Mobile App or SavingsScout from Apple App Store and Google Play/Chrome Web Store
The following terms and conditions apply to you if you are using the Mobile App or SavingsScout from the Apple App Store or Google Play/Chrome Web Store. To the extent the other terms and conditions of the rest of these Term conflict with the terms and conditions of this paragraph, the terms and conditions in this paragraph apply, but solely with respect to your use of the Mobile App or SavingsScout from the Apple App Store or Google Play/Chrome Web Store:
- In the event of any failure of the Mobile App or SavingsScout to conform to any applicable warranty, you may notify Apple or Google, as applicable, and they will refund the purchase price you paid to install the Mobile App or SavingsScout, if any.
- Your use of the Mobile App and SavingsScout must comply with the applicable Apple App Store, Google Play, or Chrome Web Store terms of
- To the maximum extent permitted by applicable law, Apple or Google will have no other warranty obligation whatsoever with respect to the Mobile App or SavingsScout, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by these T&Cs.
- You acknowledge that Apple and Google are not responsible for addressing any claims of yours or any third-party relating to the Mobile App or SavingsScout, or your possession and/or use of thereof, including, but not limited to: (A) product liability claims, (B) any claim that the Mobile App or SavingsScout fails to conform to any applicable legal or regulatory requirement, and (C) claims arising under consumer protection or similar legislation.
- You acknowledge that, in the event of any third party claim that the Mobile App or SavingsScout, or your possession and use thereof, infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these T&Cs.
- You must comply with applicable third-party terms of agreement when using the MobileApp or SavingsScout.
You acknowledge and agree that Apple and Google, and their subsidiaries, as applicable, are third party beneficiaries of this Section of the T&Cs as its relates to your license and use of the Mobile App or SavingsScout, and that, upon your acceptance of these T&Cs, Apple or Google (as applicable) will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as a third party beneficiary thereof.
VII. BenefitHub Cash Back Points
When you engage with certain Offers or purchase certain EProducts (including clicking on third party links or using available coupon codes), you may earn rewards points with an assigned monetary value (“Cash Back Rewards”). Cash Back Rewards are awarded after the completion of certain actions through the Services, such as making a purchase or completing a transaction on an eligible Third-Party Site. The availability of Cash Back Rewards for each Offer will be clearly indicated on the BH Tools. Once you accumulate the equivalent of at least $10.00 in Cash Back Rewards, as indicated by the balance displayed on your Account on (the “Balance”), you may redeem your Cash Back Rewards for a gift card on the Website or for a check payable to you in United States Dollars in an amount equivalent to your Balance. You will be required to provide additional information necessary to verify your identity if you elect to redeem your Balance by check. If you elect to exchange your Balance for gift cards, the types of gift cards may vary based on your location, specifically where the Services are being provided outside of the United States, or where an Issuer does not offer products for a particular region or market. You acknowledge and understand that gift cards are subject to the terms, conditions, and limitations placed on such gift cards by the Issuer providing them and all such gift cards will be subject to each Issuer’s own terms of service.
Our ability to provide Cash Back Rewards to you is interdependent on the occurrence of a completed purchase or successful referral occurring with a participating Discount Provider. As such, we only provide Cash Back Rewards to you after you successfully complete a purchase or action on an eligible Offer, product, or service and the Discount Provider managing such Offer, product, or service receives payment. If a Discount Provider does not receive payment, you refund payment, or we do not receive payment from the participating Discount Provider for the particular action or transaction, then we reserve the right to withhold allocation of any Cash Back Rewards related to that transaction. This includes instances where there are difficulties in tracking a transaction due to your use of an ad-blocker, disabling of tracking cookies, or interaction with another affiliate program. Where there is a discrepancy related to your eligibility to receive Cash Back Rewards in relation to a transaction, we may require you to provide copies of your order confirmation, order number, or other proof of purchase. You must have an active Account to be eligible to earn Cash Back Rewards.
Your Balance may expire under the following circumstances: (1) you fail to login to your Account for a continuous period of three calendar years rendering your Account inactive; or (2) three calendar years after the expiration or termination of your Account or your Sponsor’s agreement with BenefitHub (your “Balance Expiration Date”). To the maximum extent permitted by applicable law, if you fail to claim your Balance by your Balance Expiration Date, then you will forfeit your remaining Balance and release all claims related thereto. Furthermore, you agree that any disputes relating to your eligibility to receive Cash Back Rewards or the expiration of your Balance will be resolved by us in our sole discretion, and you agree to abide by our resolution.
To prevent instances of abuse or fraud, your account may become ineligible to participate in the Cash Back Rewards program if tracking your transactions becomes an issue or multiple discrepancies related to your eligibility arise. We reserve the right to withhold awarding or paying any Cash Back Reward sum that we believe is attributable to fraudulent transactions, illegal activity, or any other intentional misconduct or abuse of the Cash Back Rewards program, or due to any error, bug, or defect with the Services. For all questions relating to the Cash Back Rewards program please visit our support center.
VIII. Communications & Notifications
You agree and consent to receive all communications, notices, agreements, documents, and disclosures (collectively, “Communications”) related to the Services and your Account electronically at the email address you provide with your Account Registration Information. It is your responsibility ensure that your e-mail address remains accurate and current during your use of the Services. You may adjust your user preferences relating to receipt of Communications in your Account profile on the Website or by clicking "Unsubscribe" in any Communications we send you. Communications may include:
- Information on new features, products, or services available through the BH Tools;
- Promotional or transactional Communications where you have opted into receiving such Communications in your Account preferences; and
- Transaction receipts or confirmations.
When you download the Mobile App, we may also send you push notifications, local client notifications, text messages, picture messages, or other types of messages directly through the Mobile App (“Push Messages”) or through the other contact information you provide therein. You can opt out of these Push Messages through the Mobile App or SavingsScout through your mobile device’s operating system. You are responsible for obtaining the necessary hardware and software to access and retain any Communications we send you, including any mobile data plan or internet services subscriptions.
Where we provide you with any telephonic support in relation to the Services, you understand and agree that, to the extent permitted by applicable law, and without further notice or warning, we may monitor or record telephone conversations between you and anyone acting on our behalf for training, quality control, and our own protection. You understand and acknowledge that although we may record some telephone conversations, we may not record all telephone conversations, and we do not represent, warrant, or guarantee that any recordings will be retained, be retrievable, or be made available to you.
IX. Data Usage & Account Termination
If you no longer wish to use the Services, receive Communications, or otherwise desire us to cease processing and storing your data, then you must terminate your Account by taking the following steps:
- Uninstall the Mobile App and SavingsScout browser extension;
- Contact customer support and submit a request to terminate your Account, or email DPO@BenefitHub.com and exercise your right to be forgotten.
You may be required to provide additional information, including a copy of a government issued photo identification, to enable us to verify your identity prior to the termination of your Account. Once terminated, we will delete your Account Registration Information, and any other data we are required to delete in accordance with applicable law, and you will no longer have access to the Services.
BenefitHub may also terminate your Account and your associated right to access and use the Services if you violate these T&Cs, or your Sponsor’s relationship with us expires or is terminated.
X. Other Legal Terms
For the avoidance of doubt, in this section the term “BenefitHub” refers to BenefitHub, Inc., its parent Motivano, Inc., and each of its affiliated subsidiaries, and each of their respective officers, directors, employees, agents, and suppliers.
YOU HEREBY ACKNOWLEDGE THE GOOD AND VALUABLE CONSIDERATION PROVIDED TO YOU BY US IN THE FORM OF FREE ACCESS TO THE SERVICES AND YOU AGREE THAT YOUR CONTINUED USE OF THE SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF THE DISCLAIMERS, RELEASES, LIMITATIONS, AND INDEMNIFICATION OBLIGATIONS SET OUT BELOW. BY REGISTERING FOR THE SERVICES AND CONTINUING TO LOGIN TO YOUR ACCOUNT AND UTLIZIE THE SERVICES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD EACH OF THE TERMS CONTAINED HEREIN AND AGREE TO BE BOUND THEREBY.
B. Severability & Waiver
If any portion of these T&Cs is deemed unlawful, void, or unenforceable by any court of competent jurisdiction, then the portion of the T&Cs at issue shall either be revised by the court to an enforceable standard that resembles the Parties original intent, or be struck in whole, and the remainder of these T&Cs shall persist and control. Failure by us to exercise or enforce any legal right or remedy reserved to us under applicable law or any provision of these T&Cs shall not constitute a waiver of our rights or future enforcement of those rights or any other provision.
C. Disclaimers & Releases
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPLICATIONS AND SOFTWARE) AND OTHER SERVICES, OR ADD-ONS MADE AVAILABLE TO YOU THROUGH THE BH TOOLS, ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, THE ACCURACY OF THE CONTENT, OR THE USABILITY OR MERCHANTABILITY OF THE PRODUCTS OR SERVICES MARKETED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THE BH TOOLS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND YOU AGREE THAT YOU HAVE ABSOLUTE DISCRETION OVER WHICH OFFERS, DISCOUNT PROVIDERS, OR THIRD-PARTY SITES YOU ENGAGE WITH, IF ANY, WHEN USING THE BH TOOLS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, UNLESS OTHERWISE STATED IN A SIGNED WRITTEN AGREEMENT BETWEEN YOU AND US.
FURTHERMORE, WE DO NOT WARRANT THAT THE SERVICES, COMMUNICATIONS, OFFERS, OR OTHER CONTENT CONTAINED ON THE BH TOOLS WILL BE FREE OF ERRORS, VIRUSES, OR OTHER POTENTIALLY HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE US AND YOUR SPONSOR FROM ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES, COMMUNICATIONS, OFFERS, CONTENT, PRODUCTS, SERVICES, OR OTHER MATERIALS MADE AVAIALBLE TO YOU THROUGH THE BH TOOLS, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. IF YOU HAVE A DISPUTE WITH A DISCOUNT PROVIDER, YOU AGREE TO RELEASE US FROM ANY DAMAGES, DEMANDS, OR CLAIMS OF ANY KIND AND NATURE, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE, AND AGREE TO WAIVE ALL CONSUMER PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE CLAIMS YOU HAVE REASON TO KNOW OR SUSPECT MAY EXISIT AT THE TIME OF YOUR AGREEMENT TO THIS RELEASE.
D. Limitation of Liability
Unless otherwise prohibited by law, you expressly agree to limit our total liability to you and any third party in connection with any claim arising out of or relating to your use of the Services or BH Tools, or relating to our Communications, to the actual amount of direct damages suffered, but no more than five hundred ($500) U.S. dollars per claim. You further agree not to hold us liable or responsible for any damages or losses, including, but not limited to, all special, consequential, indirect, intangible, reputational, loss of money, or loss of goodwill, whether resulting directly or indirectly, from:
- Your use of, or inability to use, the Services or BH Tools, including any delays, downtown, or interruptions in service (whether resulting from us directly or any of our service providers);
- Viruses or other malicious software or code introduced or obtained by using the BH Tools, a Third-Party Site, or interacting with any other website or service linked to or from the BH Tools;
- Any content, graphics, or information displayed on the BH Tools or a Third-Party Site, including inaccuracies, errors, or omissions contained therein;
- Any action taken against your Account, including, but not limited to restrictions or limitations on access, reduced features or functionality, and suspension or termination.
E. Agreement to Arbitrate
You expressly agree not to bring any action or claim as a plaintiff of a representative class or class member in any proceeding or representative action against us. By accepting these T&Cs you expressly agree that any and all claims or disputes that arise between the Parties, including, without limitation, any claims based on consumer rights, federal or state statute, contract, tort, fraud, misrepresentation, common law, or any other legal theory, shall be resolved exclusively binding arbitration, except for claims that qualify for small claims court, and provided that any such matter remains in small claims court and advances on an individual, and non-class or representative, basis.
Unless otherwise agreed to by the Parties in writing, the arbitral proceedings shall be conducted by the American Arbitration Association (the “AAA”) in accordance with its then current rules and procedures, except as modified by this Section(X)(E). In the event that the AAA is unable to administer the arbitral proceedings, the Parties will mutually select another administrator or rely on a court’s selection. The cost of the filing, administration, and arbitrator fees shall be split equally between the Parties, unless the total relief sought is $10,000 or less, in which case we will pay all filing administration, and arbitrator fees associated with the arbitration. You must submit a request for our payment of fees along with any demand you make. If the arbitrator determines that the claim(s) you assert are frivolous, then you agree to reimburse us for all fees we paid in association with the arbitral proceedings that you would otherwise have been obligated to pay under the AAA rules.
The arbitration proceedings shall be conducted in English and be held in the county in which you reside or at another location mutually agreed to by the Parties. The proceedings will be administered by one arbitrator mutually agreed to by the Parties or otherwise appointed under the AAA rules. If the total value of relief you are seeking is $10,000 or less, then either Party may elect to have the proceedings conducted entirely by telephone, teleconference, through written submission, or any combination thereof, the election of which shall be binding on the Parties, but subject to the arbitrator(s) discretional request to hold an in-person hearing. Where appearing in- person is unduly burdensome or potentially harmful, the Parties agree that such appearance may be satisfied through an appearance via video conference. Any discussions relating to settlement, including settlement offers, shall not be disclosed by the Parties to the arbitrator. The arbitrator will decide the substance of each claim in accordance with applicable law, these T&Cs, and ex aequo et bono (from principals of equity and conscience). The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be entered into any court having proper jurisdiction.
If you desire to opt-out of this agreement to arbitrate, then you must mail us a written opt-out notice no later than thirty (30) days after the date you accept these T&Cs. You must mail the opt-out notice to BenefitHub, Inc., Attn: Legal Department, 4030 W. Boy Scout Blvd., Suite 400, Tampa, FL 33607. You may print and use the provided opt-out notice form to effectuate your opt-out, or otherwise provide a written notice that contains your first and last name, street address, state of residence, phone number, and email addresses associated with your Account Registration Information. Your notice must also contain your handwritten signature and date for it to be effective. This opt-out shall only apply to this Section (X)(E) and not any other portion of these T&Cs.
Notwithstanding anything else to the contrary contained herein, we may update or amend the terms of this agreement to arbitrate from time to time while you maintain an Account with us. All such amendments and updates shall only apply to claims filed after the effective publication date thereof. We will notify you of these changes by publishing the updated or amended terms on our Website and by providing notice via email where possible. If you do not agree to any of the amended terms, then you may opt-out or terminate your Account within thirty (30) days of the publication date.
You agree to defend, indemnify, and hold us harmless from all claims, damages, or expenses, including but not limited to reasonable attorney´s fees and other legal expenses, made or incurred by any third party due to or arising in whole or in part out of your breach of these T&Cs, your use of the Services (including any purchases you make through or using the BH Tools), your violation of any applicable law, regulation, or the rights of a third party when using the Services, and the actions or inaction of any third party to whom you grant access to use your Account or permit to access the BH Tools through your Account.
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the right to freely transfer or assign our rights and obligations under these T&Cs to any third- party at any time.
We reserve the right to modify or amend these T&Cs at any time. Any and all changes to these T&Cs will be published on the Website, or otherwise made available through the BH Tools, and will reflect the date on which they were last revised. These changes will only apply to your access or use of the Services from the effective date of such changes. If you do not agree with any change, then you should discontinue use of the Services and contact us to terminate your Account. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any portion of the Services.
I. Governing Law
By using the Services, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these T&Cs and their interpretation, and any claim or dispute that has arisen or may arise between you and us.
J. Intellectual Property Matters
All content included or made available through the BH Tools, including its “look and feel,” text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, notices, and software (collectively, “Content”) is our property and is protected by United States and international copyright, trademark, and other laws. Content does not include any Sponsor or Discount Provider’s word marks, trademarks, tradenames, logos, or other intellectual property licensed for display in connection with the Services, or content hosted on Third- Party Sites you may access in connection with the Services. All right, title and interest in and to the BH Tools, any content therein, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive intellectual property of BenefitHub, its affiliated entities, and its licensors. You may not alter, copy, modify, imitate, sell, distribute, or create derivative works the BH Tools or Content without our prior written consent in each instance.
When you provide us with any content by posting such content on the BH Tools, you grant us a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and any associated intellectual property and publicity rights in connection with our reasonable business interests, the promotion of the Services, or to help us operate or improve the BH Tools. You understand and acknowledge that we will not compensate you for any content you post or upload and further warrant that you own, control, or otherwise have the right to grant to us the license contemplated above.
K. Legal Notices & Infringement Claims
Subpoenas, infringement notices, or other legal process may be served to us by sending them via certified mail to the following address:
4030 W. Boy Scout Blvd., Suite 400
Tampa, FL 33607
Attn: Legal Department - Notice
If you believe that your intellectual property rights are being infringed by the Services or the Content contained therein, then you should send a written infringement notice to us along with the following information:
- A description of the copyrighted work or other intellectual property that you claim is being or has been infringed;
- A description of where the material that you claim is infringing is located;
- Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf;
- A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property interest.