Acceptance of Terms

By accessing or using the Transparent Health Group, LLC (“Transparent Health Group,” “we,” or “us”) website and secure portal (“Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must not use our website or portal. These Terms constitute a binding legal agreement between you and Transparent Health Group. If you are using the Services on behalf of an organization (such as an employer, carrier, or vendor), you represent that you have the authority to bind that organization to these Terms, and you agree to these Terms on behalf of the organization.

We reserve the right to update or modify these Terms at any time. If we make changes, we will post the revised Terms on our website and update the “Last Updated” date. Your continued use of the Services after any changes indicates your acceptance of the updated Terms. It is your responsibility to review these Terms periodically for updates.

User Types and Data Access Restrictions

These Terms apply to all users of our website and portal, including but not limited to the following user categories, each with specific access permissions and responsibilities:

• Visitors: Individuals who browse our public website without creating an account. Visitors can access publicly available information but cannot view secure content or perform portal transactions. Visitors must still abide by these Terms and not misuse the site.
• Members: Individuals enrolled in a health plan or program administered by clients of Transparent Health Group. Members can log in to the secure portal to view their own personal information (such as plan details, benefits, claims, billing statements, and other related data). Members are strictly prohibited from accessing others’ information and should use the portal only for their personal benefit management.
• Employers: Authorized representatives of an employer group that offers health plans administered by clients of Transparent Health Group. Employers may access the portal to view and manage information related to their organization’s plan, such as enrollment statistics, billing invoices, and eligible employee/member information. Employer users must limit their use to managing their group’s plan and must protect any personal data of their employees accessed through the portal, using it only for legitimate plan administration purposes.
• Agents/Brokers: Licensed agents or brokers who have been authorized to use the portal to service health plans or members. Agents can access information for the employers or members they represent (for example, plan options, enrollment status, or commission statements if applicable). Agents must only access and use data for clients they are duly authorized to represent and must maintain the confidentiality of that data.
• Vendors: Third-party service providers or partners who have been given limited portal access to perform specific services (such as benefit administrators, healthcare service providers, or other contractors). Vendors may only access information necessary for the services they provide under their agreement with Transparent Health Group. Vendors must use any data obtained solely for the agreed purpose and adhere to all privacy and security obligations in these Terms and in any separate service or business associate agreements.
• Carriers: Insurance carriers or underwriting partners who collaborate with Transparent Health Group in providing or administering health plans. Carriers may have access to relevant plan data, claims information, or reports through the portal, as permitted by Transparent Health Group. Carriers must use this information only for plan administration, underwriting, or analytical purposes as authorized, and not disclose it further except as allowed by law or agreement.

Each user category is permitted to access only the portions of the website or portal relevant to their role and authorization level. You agree not to attempt to access accounts, data, or systems for which you do not have permission. Any unauthorized access or attempt to obtain data outside your authorized scope is a violation of these Terms and may be a violation of law. Transparent Health Group reserves the right to monitor portal usage and audit accounts to ensure compliance with user roles and data access restrictions.

Use of Services and User Obligations

By using our Services, you agree to do so only for their intended purposes and in compliance with all applicable laws and regulations. You assume responsibility for all activities conducted under your account. In particular, you agree to the following obligations and proper use requirements:

• Provide Accurate Information: You must provide truthful, current, and complete information about yourself (or your organization, if applicable) when registering or using the Services. Promptly update any information that changes. You must not misrepresent your identity or affiliation with any person or entity.
• Account Security: If you register for a secure portal account, you are responsible for maintaining the confidentiality of your login credentials (username, password, and any multi-factor authentication tools). Do not share your credentials with anyone who is not authorized to use your account. You must notify Transparent Health Group immediately at once you suspect any unauthorized access to or use of your account or any security breach. We are not liable for any loss or damage arising from your failure to secure your account.
• Authorized Use Only: Use the website and portal solely for legitimate purposes related to your role (e.g., personal benefit management if you are a member, plan administration if you are an employer, etc.). You must not use the Services for any unlawful, fraudulent, or unauthorized purpose. This includes not engaging in identity theft, submitting false or misleading information, or using the Services to violate any fiduciary or legal duty.
• Respect Privacy and Confidentiality: You agree to handle all data available through the Services in a confidential manner. If you access personal or sensitive information (for example, an employer viewing employee data or a vendor handling member information), you must comply with all applicable privacy laws (such as HIPAA, if relevant) and use the information only as necessary for the intended purpose. You must not disclose personal information obtained from the portal to any unauthorized party.
• No Harmful or Disruptive Conduct: You must not interfere with the proper functioning of our website or portal. This means you will not: introduce viruses, malware, or any other harmful code; attempt to hack, probe, or circumvent any security features or access controls; perform any denial-of-service attacks or load testing that could impair the Services; or otherwise disrupt or compromise the integrity or performance of our systems.
• No Improper Use of Content: You will not copy, scrape, harvest, or download substantial portions of the website or portal content or databases without authorization. Automated scripts, bots, or other automated means to access or extract data from the Services are prohibited (except for standard search engine indexing or as expressly permitted by Transparent Health Group). You also agree not to frame or mirror any part of our website or portal on another site without our prior written consent.
• Compliance with Law: You agree to use the Services in compliance with all applicable local, state, national, and international laws and regulations. This includes (but is not limited to) laws relating to data privacy, insurance, healthcare, intellectual property, and export control. You are responsible for understanding and adhering to the laws that apply to your use of the Services and the information you access or input.
• Cooperation with Investigations: You agree to cooperate with Transparent Health Group in the investigation of site misuse or suspected violation of these Terms. We may, at our discretion and in compliance with law, suspend or restrict access to any user account involved in suspicious activities and may report such activities to law enforcement or regulatory authorities if appropriate.

Failure to meet these user obligations may result in suspension or termination of your account and access to the Services (as outlined in the Termination section below), and could expose you to civil or criminal liability. Transparent Health Group expects all users to use the website and portal responsibly and ethically. If you become aware of any misuse of the Services by any person, please contact us immediately to report it.

Intellectual Property Rights

All content and materials available through our website and portal – including text, graphics, logos, buttons, icons, images, audio/video clips, software, and underlying technology (collectively, the “Content”) – are the property of Transparent Health Group, it’s subsidiaries, or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws. Transparent Health Group retains all rights, title, and interest in and to its Content and Services.

We grant users a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Content for their intended purposes under these Terms. Except as expressly allowed by Transparent Health Group: you may not copy, reproduce, modify, distribute, transmit, display, perform, or create derivative works from our Content. You also may not reverse-engineer, decompile, or attempt to extract the source code of any software or tools provided on the portal, except to the extent such activity is expressly permitted by applicable law notwithstanding this limitation.

All trademarks, service marks, and trade names (including the Transparent Health Group name and logo) are the property of Transparent Health Group, LLC. These marks may not be used in any manner without our prior written permission. Unauthorized use of the Content or trademarks is strictly prohibited and may result in termination of your privileges (and potential legal action).

If you submit feedback, suggestions, or ideas about our Services (“Feedback”), you agree that we are free to use or not use such Feedback for any purpose without any obligation to you. Any improvements or enhancements based on your Feedback are owned by Transparent Health Group. This provision survives any termination of your use of the Services.

Liability Limitations and Disclaimers

No Medical or Legal Advice: The information provided on our website and portal (including plan information, coverage details, educational content, or customer support communications) is for general informational purposes and plan administration only. Transparent Health Group does not provide medical advice, diagnosis, or treatment through the Services. Any health-related decisions should be made in consultation with a qualified healthcare provider. Likewise, nothing on the Services constitutes legal, financial, or other professional advice. Always consult the appropriate professional for advice specific to your situation.

Service Availability and Accuracy: While we strive to provide helpful, accurate, and up-to-date information, Transparent Health Group does not guarantee the completeness, accuracy, or timeliness of any data or content on the website or portal. Benefit plan details, coverage information, pricing, and other content may be subject to updates and administrative processing; there may occasionally be delays or errors in updating information. You acknowledge that any reliance on the data or materials on the Services is at your own risk. We also do not warrant that the Services will be available at all times, or that they will be provided in an uninterrupted, timely, secure, or error-free manner. Scheduled maintenance, outages, or factors outside our control (such as internet instability or third-party service failures) may occasionally make the Services inaccessible.

Disclaimer of Warranties: Your use of the website and portal is at your sole risk. To the fullest extent permitted by law, Transparent Health Group disclaims all warranties of any kind – whether express, implied, or statutory – regarding the Services and Content. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. The Services and all Content are provided “as is” and “as available” without any warranty that: (a) the Services will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or free from errors or viruses; or (c) any defects or errors will be corrected. Transparent Health Group makes no representations or warranties about the quality, accuracy, or reliability of any information obtained through the Services or that any results can be achieved from use of the Services.

Limitation of Liability: To the maximum extent permitted by applicable law, Transparent Health Group and its affiliated companies, officers, directors, employees, agents, and partners will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to your use of (or inability to use) the website or portal, even if we have been advised of the possibility of such damages. This limitation of liability includes, without limitation, damages for lost profits or revenues, loss of data, business interruption, goodwill, or other intangible losses. In no event shall Transparent Health Group’s total cumulative liability for any claims arising from or related to the Services exceed the amount (if any) that you paid to Transparent Health Group for the specific service in question in the twelve (12) months preceding the event giving rise to the liability, or one hundred U.S. dollars (US $100.00), whichever is greater. Because some jurisdictions do not allow exclusion or limitation of certain damages or warranties, some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Third-Party Content and Links: Our Services may include references or links to third-party websites, services, or resources that are not owned or controlled by Transparent Health Group. These are provided for convenience only. Transparent Health Group does not endorse, guarantee, or assume responsibility for any third-party content or services. If you access any third-party website or resource via our links, you do so at your own risk, and separate terms and policies may apply to those sites. We are not liable for any loss or damage that may arise from your use of third-party sites or resources.

The disclaimers and limitations of liability in this section form an essential basis of the bargain between you and Transparent Health Group, and will survive even if any remedy herein is deemed to have failed of its essential purpose. If you are dissatisfied with any aspect of the Services or these Terms, your sole and exclusive remedy is to stop using the Services.

Indemnification

You agree to indemnify, defend, and hold harmless Transparent Health Group, LLC, its parent, affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and legal costs) arising out of or in connection with: (a) your use of the website or portal (including any data or content you submit, post, or transmit through the Services); (b) your violation of these Terms or of any applicable law or regulation; or (c) your infringement or violation of any rights of a third party (such as privacy, intellectual property, or other proprietary rights).

Transparent Health Group reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with our defense of that claim. You must not settle any such matter without the prior written consent of Transparent Health Group. This indemnification obligation will survive the termination of your use of Services and these Terms.

Foreign Use Policy

Transparent Health Group is based in the United States, and our Services are intended for users within the U.S. If you choose to access or use the website or portal from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws and regulations that may apply to your use. Some information, products, or services provided through our portal may not be appropriate or available for use in other jurisdictions. We make no representation that the Content or Services are appropriate or lawful in any particular location outside the U.S.

Users accessing the Services from other countries should be aware that any personal information or data entered into the portal will be processed and stored in the United States (or other jurisdictions where our data facilities or partners are located). By using the Services from a location outside the U.S., you expressly consent to the transfer of your data to the U.S. and to the application of U.S. law as provided in these Terms (see Governing Law below). If you are prohibited by your local laws from using our Services or if any part of our Services is illegal in your location, you must not use the Services. Transparent Health Group shall not be liable for any loss or liability arising from your use of the Services in a country where such use is restricted or prohibited.

Additionally, you agree not to violate U.S. export laws and regulations in your use of the Services. This means you will not use, export, or re-export any component of the Services (including software, and any data you obtain) in violation of any United States export embargo, prohibition, or restriction.

Termination of Access

Transparent Health Group may, in its sole discretion and without prior notice, suspend or terminate your account or access to the Services if we believe that you have violated these Terms or if you are no longer authorized (for example, if you are no longer an employee of an employer client, or your organization’s agreement with us ends). We may also suspend or terminate the Services (in whole or in part) at any time for security issues, legal compliance, maintenance, or discontinuation of the platform.

If your account is terminated or suspended, you must immediately cease all use of the restricted areas of the website and portal. Any provisions of these Terms that by their nature should survive termination (such as intellectual property rights, disclaimers, limitations of liability, indemnification, and dispute resolution provisions) will survive. Termination of access does not waive or affect any right or remedy that Transparent Health Group may have against you for prior breach of these Terms.

You have the right to discontinue use of the Services at any time. If you wish to terminate your portal account, you may contact us with such a request. Please note that even after you stop using the Services or your account is closed, certain data may be retained as required by law or as necessary for our business operations (in accordance with our Privacy Policy).

Dispute Resolution

Good Faith Resolution: We encourage you to contact Transparent Health Group first to discuss and resolve any disputes or concerns informally. Often issues can be resolved quickly through our customer service or account management team. If you have a dispute, please reach out to us and provide a brief written description of your issue and your contact information. We will attempt in good faith to resolve the matter.

Binding Arbitration: If we are unable to resolve a dispute informally, you and Transparent Health Group agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (including any question regarding the existence, validity, or termination of these Terms) shall be resolved by final and binding arbitration. This means that you are waiving your right to a court trial (including a jury trial) and instead electing to have the dispute resolved by a neutral arbitrator. The only exceptions to this arbitration requirement are noted under “Exceptions” below.

Arbitration Procedure: The arbitration will be administered by a neutral arbitration organization, such as the American Arbitration Association (AAA), under its applicable rules (for example, the Commercial Arbitration Rules or Consumer Arbitration Rules, depending on the nature of the dispute). The arbitration will be conducted by a single arbitrator, in English, and take place in a mutually agreed location. If you and Transparent Health Group cannot agree on a location, the default location shall be within the county where Transparent Health Group’s headquarters is located, unless otherwise required by law. The arbitrator will have the authority to award any relief that a court of competent jurisdiction could, including injunctive or declaratory relief and attorneys’ fees if provided by law. Judgment on the arbitral award may be entered in any court having jurisdiction.

Class Action Waiver: All disputes must be resolved on an individual basis. You may only resolve disputes with us on a solely individual capacity, and you agree not to bring or participate in any class, consolidated, or representative action against us. The arbitrator has no authority to hear or arbitrate any class or collective claim or to provide relief to a group of individuals in one proceeding. By agreeing to these Terms, you acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims.

Exceptions: Notwithstanding the above, either party may choose to pursue a claim in small claims court if it qualifies, so long as the matter remains in that court and on an individual (non-class) basis. In addition, Transparent Health Group reserves the right to seek injunctive or other equitable relief in a state or federal court of competent jurisdiction to prevent actual or threatened misuse, piracy, or unauthorized access of the Services, or infringement of our intellectual property or other proprietary rights. Such an action shall not waive the requirement to arbitrate other claims under these Terms.

Costs of Arbitration: Payment of all filing, administration, and arbitrator fees will be governed by the arbitration provider’s rules. Each party will be responsible for its own attorneys’ fees and costs unless the arbitration award provides otherwise or applicable law requires otherwise. We will not seek attorneys’ fees from you in arbitration unless the arbitrator determines that your claim is frivolous or brought in bad faith, in which case we may seek to recover our costs to the extent permitted by law and the arbitrator’s decision.

Mediation Option: At any time before or during the arbitration process, the parties may mutually agree to attempt to resolve the dispute through mediation or another form of alternative dispute resolution. Such mediation is voluntary and will only occur if both you and Transparent Health Group consent. If mediation is undertaken but does not result in a settlement, the arbitration process outlined above will continue.

This Dispute Resolution section shall survive any termination of these Terms or of your account. If a court finds any part of this Dispute Resolution section unenforceable, the remainder shall still be enforced to the fullest extent permitted by law.

Governing Law

These Terms of Service and any dispute arising out of or relating to the Services or these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. However, the Federal Arbitration Act (9 U.S.C. §§ 1-16) shall govern the interpretation and enforcement of the arbitration agreement in the Dispute Resolution section above (regardless of any state law to the contrary).

Subject to the Dispute Resolution requirements above, for any claims that are not required to be arbitrated or that proceed in court (for example, to enforce an arbitration award or where arbitration is not enforceable), you and Transparent Health Group consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. You waive any objections to venue or jurisdiction for such proceedings in Delaware, provided that if you are a government entity or law prohibits this choice of jurisdiction, the jurisdiction will be as allowed by applicable law.

Miscellaneous Provisions

Entire Agreement: These Terms (along with any other policies or guidelines incorporated by reference, such as our Privacy Policy) constitute the entire agreement between you and Transparent Health Group regarding your use of the website and portal. They supersede any prior or contemporaneous agreements, communications, and proposals, whether oral or written, regarding the Services. However, if you or your organization have a separate written agreement with Transparent Health Group, or its subsidiaries,governing the provision of services (for example, an administrative services agreement, broker agreement, or vendor contract), that agreement will also apply according to its terms. In the event of a direct conflict between these Terms and any separate written agreement, the terms of the separate written agreement may control for the specific subject matter of that conflict.

No Waiver: Our failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or of the right to enforce it in the future. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Transparent Health Group.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law, reflecting the parties’ intent as closely as possible.

Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Transparent Health Group. Any attempted assignment without consent is void. Transparent Health Group may freely assign or transfer these Terms (in whole or in part) as part of a corporate reorganization, merger, acquisition, or other transfer of assets. These Terms shall inure to the benefit of and be binding upon each party’s successors and permitted assigns.

Relationship of Parties: These Terms do not create any joint venture, partnership, employment, or agency relationship between you and Transparent Health Group. You do not have any authority to bind Transparent Health Group in any respect.

Headings: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect.

By using the Transparent Health Group website or portal, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them. If you do not agree, you must refrain from using our Services.

Contact Us: If you have any questions, concerns, or comments about these Terms or the Services, you may contact Transparent Health Group at sales@transparenthg.com or through the contact information provided on our website. We value your feedback and will address your inquiries as promptly as possible.