MedicareCopilot Subscription Terms of Service

1. Definitions

"MedicareCopilot" or "Platform" means the web-based Medicare plan comparison and enrollment software-as-a-service product available at MedicareCopilot.ai, powered by data and APIs provided by Connecture, Inc. ("Connecture").

"Subscription" means Customer's annual license to access and use MedicareCopilot for the number of User seats purchased.

"Subscription Period" means the twelve (12)-month term commencing on the date of purchase.

"User(s)" means the individual agents or staff members authorized by Customer to access the Platform, up to the number of seats purchased (maximum one hundred (100) Users per account).

"Authorized Use" means Customer's and Users' use of the Platform solely to compare Medicare plans and facilitate Medicare-related enrollment for Customer's insurance clients in compliance with applicable law.

"Confidential Information" means non-public business, technical, or financial information disclosed by HealthcareGPS or Connecture in connection with this Agreement.

2. Subscription & License

2.1 Grant of License. Subject to payment of all fees and compliance with this Agreement, HealthcareGPS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use MedicareCopilot during the Subscription Period solely for Authorized Use, up to the number of User seats purchased.

2.2 User Seats. Customer may designate up to the purchased number of Users (maximum one hundred (100)). For Customers requiring more than one hundred (100) Users (for example, field marketing organizations, agency groups, and enterprise accounts), HealthcareGPS offers an Agency/Enterprise Plan under a separately negotiated order form or master services agreement, which may modify the terms of this Agreement to the extent expressly set forth therein. Customer is responsible for all actions taken by its Users. User credentials may not be shared or transferred to non-designated individuals.

2.3 Third-Party Technology. The Platform is powered by APIs and plan data provided by Connecture, Inc. Customer acknowledges that some features and data originate from Connecture and third-party carriers. HealthcareGPS does not independently warrant the accuracy or completeness of third-party data. Customer's sole and exclusive rights and remedies with respect to Connecture's technology are governed by this Agreement.

2.4 Feedback. To the extent Customer or any User submits feedback, comments, ideas, suggestions, or requests to HealthcareGPS regarding the Platform or any new or existing products or services (collectively, "Feedback"), Customer hereby grants HealthcareGPS a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose, including to improve, develop, commercialize, license, or sublicense HealthcareGPS's products and services, without obligation, attribution, or compensation to Customer or any User. Customer represents and warrants that it has the authority to grant the foregoing license and that the Feedback does not infringe any third-party rights.

3. Fees & Payment

3.1 Subscription Fee. Customer agrees to pay the subscription fee displayed at checkout for the applicable number of User seats. All fees are quoted in U.S. dollars.

3.2 Payment Processing. Payment is processed securely via Stripe on behalf of HealthcareGPS, Inc. By providing payment information, Customer authorizes HealthcareGPS to charge the stated fee for the full Subscription Period at time of purchase.

3.3 Taxes. Fees do not include applicable sales, use, or excise taxes. Customer is responsible for all such taxes, if any.

3.4 No Refunds. All fees are non-refundable except as expressly required by applicable law or as otherwise provided in Section 8.1 (warranty remedy). There are no pro-rated refunds for early termination by Customer.

3.5 Price Changes. HealthcareGPS reserves the right to change subscription pricing for future renewal periods. Customer will receive at least thirty (30) days' advance notice of any price change before renewal.

4. Customer Responsibilities

4.1 Regulatory Compliance. Customer represents and warrants that it holds all required insurance licenses in each state where it operates, maintains all applicable carrier appointments, and complies with all applicable federal and state laws and regulations governing insurance agents and brokers, including but not limited to CMS requirements under 45 CFR Part 155 and the Medicare Communications and Marketing Guidelines. Customer is solely responsible for ensuring its Users are properly licensed.

4.2 Equipment. Customer is responsible for providing and maintaining all hardware, internet connectivity, and systems necessary to access the Platform.

4.3 Data Accuracy. Customer is responsible for the accuracy of all client data entered into the Platform. HealthcareGPS is not responsible for errors arising from inaccurate data input by Customer or its Users.

4.4 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities occurring under its account. Customer must promptly notify HealthcareGPS of any unauthorized access or suspected security breach at support@healthcaregps.ai.

4.5 CMS TPMO Compliance. Customer acknowledges that it is a Third-Party Marketing Organization ("TPMO") as defined in 42 C.F.R. §§ 422.2274 and 423.2274, and represents and warrants that, in connection with any Medicare Advantage or Part D marketing, sales, or enrollment activity conducted using the Platform, Customer and its Users will: (a) record all marketing and enrollment calls in their entirety, including the enrollment portion, and retain such recordings for the period required by CMS; (b) complete and document a Scope of Appointment in advance of each personal marketing appointment; (c) include the CMS-required TPMO disclaimer in all marketing materials and at the start of each sales or enrollment interaction; (d) refrain from using the Platform in any manner inconsistent with the CMS Medicare Communications and Marketing Guidelines as then in effect; and (e) promptly provide HealthcareGPS with any information reasonably necessary for HealthcareGPS to comply with its own reporting obligations to CMS or Connecture. Customer shall indemnify HealthcareGPS for any claim, penalty, or corrective action arising from Customer's failure to comply with this Section 4.5.

4.6 TCPA and Anti-Spam Compliance. Customer represents and warrants that all outbound calls, text messages, ringless voicemails, facsimiles, and e-mail communications to prospective or existing Medicare beneficiaries originated by Customer or its Users — whether using lead information sourced from the Platform or otherwise — will comply with the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations (including the FCC's one-to-one prior express written consent rule), the CAN-SPAM Act of 2003, the federal and all applicable state Do-Not-Call registries, and any equivalent state or local telemarketing, texting, or e-mail-marketing laws. Customer shall maintain documentation of prior express written consent for any such communication for no less than five (5) years and shall produce such documentation to HealthcareGPS promptly upon request. Customer shall indemnify, defend, and hold harmless HealthcareGPS and Connecture from any claim arising from Customer's breach of this Section 4.6.

4.7 Insurance. Throughout the Subscription Period, Customer shall maintain, at its sole cost, (a) errors-and-omissions / professional-liability insurance with limits of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate, (b) commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, and (c) cyber-liability insurance with limits of not less than One Million Dollars ($1,000,000) per claim covering, at a minimum, data breach response, notification costs, and regulatory defense; provided, however, that an Independent Agent Customer shall not be required to maintain the cyber-liability coverage described in clause (c). For purposes of this Section 4.7, "Independent Agent Customer" means a sole-proprietor or single-agent subscriber that (i) is an individually licensed insurance agent or broker operating without any additional Users under its account, (ii) is not acting on behalf of a field marketing organization, agency, or other entity subscribing under an Agency/Enterprise Plan, and (iii) does not employ or contract with additional licensed producers who access the Platform. For all other Customers (including agency, FMO, and enterprise accounts), clause (c) shall apply in full. Customer shall provide a certificate of insurance naming HealthcareGPS as an additional insured within fifteen (15) days of HealthcareGPS's written request. Notwithstanding the foregoing, any non-Independent-Agent Customer that does not hold cyber-liability coverage at the time of checkout shall have ninety (90) days from the date of purchase to obtain and maintain the cyber-liability coverage required by clause (c), during which period Customer's use of the Platform shall not be deemed a breach of this Section 4.7 on account of the absence of such coverage.

5. Acceptable Use & Restrictions

Customer and its Users shall not:

• Copy, reproduce, modify, create derivative works from, or reverse engineer the Platform or any component thereof;
• Sublicense, resell, rent, lease, transfer, or otherwise make the Platform available to any third party not designated as a User under this Agreement;
• Attempt to access, scrape, or extract plan data or other data from the Platform through automated means not authorized by HealthcareGPS;
• Use the Platform to engage in any activity that violates applicable law, including HIPAA, Medicare marketing rules, or state insurance regulations;
• Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure;
• Remove or obscure any proprietary notices or branding on the Platform;
• Use the Platform to compete with or replicate the services of HealthcareGPS or Connecture.

6. Data Privacy & HIPAA

6.1 HIPAA and Security Standards. Customer acknowledges that it may, in the course of using the Platform, handle Protected Health Information ("PHI") as defined under HIPAA. The parties shall execute HealthcareGPS's standard Business Associate Agreement ("BAA") prior to Customer or any User transmitting, storing, or otherwise processing any PHI through the Platform, and the BAA, once executed, is incorporated herein by reference. HealthcareGPS will (a) encrypt all PHI in transit using TLS 1.2 or a successor protocol then supported by the industry; (b) encrypt all PHI at rest using AES-256 or a comparable algorithm; (c) maintain administrative, physical, and technical safeguards consistent with the HIPAA Security Rule at 45 C.F.R. Part 164, Subpart C; (d) undergo an annual SOC 2 Type II audit or substantially equivalent independent security assessment, and make the resulting report available to Customer under reasonable confidentiality obligations upon written request; and (e) maintain a documented written information security program with role-based access controls, logging, vulnerability management, and incident response procedures.

6.2 Privacy Policy. Customer's use of the Platform is also subject to HealthcareGPS's Privacy Policy, available at MedicareCopilot.ai/privacy, which is incorporated herein by reference.

6.3 CMS Data. Plan data displayed in the Platform is sourced from CMS, insurance carriers, and Connecture. Customer shall not cache, pre-fetch, or store Medicare plan data beyond what is permitted by applicable CMS guidelines and the Platform's intended functionality.

6.4 Breach Notification. HealthcareGPS shall notify Customer in writing of any Breach (as defined at 45 C.F.R. § 164.402) of Unsecured PHI affecting Customer's data in accordance with the timeframes set forth in the executed BAA. Each such notice shall include, to the extent then known, (a) the identity of each individual whose PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed; (b) a description of the nature of the Breach; (c) the date of the Breach and the date of discovery; (d) the types of PHI involved; and (e) the remedial steps taken or proposed. Customer shall notify HealthcareGPS of any security incident or suspected Breach involving Customer's account, credentials, or Users no later than twenty-four (24) hours after discovery. In the event of any conflict or inconsistency between this Section 6.4 and the executed BAA with respect to Breach notification timing, the BAA shall control. This Section 6.4 survives termination for so long as HealthcareGPS retains any of Customer's PHI.

6.5 De-Identified Data. HealthcareGPS does not sell PHI. HealthcareGPS may de-identify data in accordance with HIPAA's de-identification standards (45 CFR § 164.514) and use such de-identified data to improve the Platform, generate industry benchmarks, and support internal research and product development. De-identified data is no longer PHI and is not subject to the restrictions of this Agreement or any executed BAA. HealthcareGPS may narrow or waive its rights under this Section 6.5 in writing for particular Customers (including health plan and other enterprise Customers) pursuant to a separately negotiated order form or master services agreement. Nothing in this Section 6.5 authorizes HealthcareGPS to use or disclose PHI in any manner not permitted by the BAA.

7. Confidentiality

Customer agrees to keep Confidential Information of HealthcareGPS and Connecture (including pricing, product functionality, and technical documentation) strictly confidential and not to disclose it to any third party without prior written consent. Customer shall use the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care. This obligation survives termination of this Agreement for a period of three (3) years.

8. Warranties & Disclaimers

8.1 HealthcareGPS Warranty. HealthcareGPS warrants that during the Subscription Period: (a) it has the right to license the Platform as described herein; (b) the Platform will perform in all material respects in accordance with its published documentation; and (c) the Platform does not contain any known malicious code. As Customer's exclusive remedy for any breach of this warranty, HealthcareGPS will use commercially reasonable efforts to correct any non-conformance, or, if correction is not feasible, refund the pro-rated unused portion of the prepaid Subscription fee.

8.2 Customer Warranty. Customer represents and warrants that: (a) it has the legal authority to enter into this Agreement and bind the applicable entity; (b) it is duly licensed as an insurance agent or agency in all applicable states; and (c) its use of the Platform will comply with all applicable laws.

8.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HEALTHCAREGPS AND CONNECTURE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT PLAN DATA WILL BE ACCURATE OR COMPLETE. CUSTOMER ASSUMES ALL RISK FOR ITS SELECTION AND USE OF THE PLATFORM. HEALTHCAREGPS ASSUMES NO LIABILITY FOR INSURANCE OR ENROLLMENT DECISIONS MADE BY CUSTOMER, ITS USERS, OR THEIR CLIENTS.

8.4 No Professional Advice. The Platform is a decision-support and workflow tool only. Nothing displayed in, generated by, or derived from the Platform constitutes medical advice, legal advice, tax advice, or individualized insurance, financial, or retirement-planning advice, and the Platform is not a substitute for the independent professional judgment of a duly licensed insurance agent, broker, attorney, accountant, or clinician. All enrollment, coverage, and plan-selection decisions are made solely by the applicable Medicare beneficiary in reliance on Customer and its Users, and Customer is solely responsible for the advice it provides to its clients.

9. Limitation of Liability

9.1 IN NO EVENT SHALL HEALTHCAREGPS, ITS AFFILIATES, LICENSORS (INCLUDING CONNECTURE), OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER'S USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 HEALTHCAREGPS'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 No action arising out of this Agreement may be brought by either party more than one (1) year after the cause of action accrues.

9.4 Carve-Outs. The limitations and exclusions in Sections 9.1, 9.2, and 9.3 shall not apply to: (a) a party's indemnification obligations under Section 11; (b) a party's breach of its confidentiality obligations under Section 7; (c) HealthcareGPS's obligations under Section 6 (Data Privacy & HIPAA) or any executed BAA, or any unauthorized use or disclosure of PHI by HealthcareGPS (provided, however, that HealthcareGPS's total aggregate liability to Customer for claims described in this clause (c), cumulative with any claims under the executed BAA, shall not exceed the greater of (i) three (3) times the total Subscription fees paid by Customer during the twelve (12) months immediately preceding the claim or (ii) the amount actually recovered by HealthcareGPS under its applicable cyber-liability insurance in respect of such claim; this enhanced cap is in lieu of, and not in addition to, the cap in Section 9.2); (d) a party's gross negligence, willful misconduct, or fraud; (e) death or personal injury to the extent caused by a party's negligence; (f) infringement or misappropriation by a party of the other party's intellectual property rights; or (g) any liability that cannot be limited or excluded under applicable law.

10. Term & Termination

10.1 Term. This Agreement begins on the date of purchase and continues for the Subscription Period (twelve (12) months), unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice. HealthcareGPS may immediately suspend or terminate access to the Platform if Customer or any User violates Section 5 (Restrictions) or engages in conduct that poses a risk to the Platform, other users, or third parties.

10.3 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

10.4 Effect of Termination. Upon termination or expiration: (a) Customer's and all Users' access to the Platform will be revoked; (b) Customer must cease all use of the Platform and promptly destroy any downloaded or cached Platform materials; provided, however, that Customer may retain, and this clause (b) shall not require the destruction of, any records that Customer is required by applicable law to retain (including without limitation call recordings, Scope of Appointment forms, enrollment confirmations, and other Medicare marketing, sales, or enrollment records that CMS or any state insurance regulator requires licensed agents and brokers to retain), for so long as such records are required to be retained. Any such retained records shall remain subject to Customer's confidentiality, privacy, and security obligations under this Agreement and any executed BAA; (c) all payment obligations accrued prior to termination remain due and payable; (d) within thirty (30) days after termination, HealthcareGPS shall, at Customer's written election, return Customer's Confidential Information and PHI in a commercially reasonable electronic format or securely destroy such information in accordance with NIST SP 800-88, and shall certify such return or destruction in writing to Customer, except that HealthcareGPS may retain copies to the extent required by applicable law or its routine backup procedures, provided that such retained copies remain subject to the confidentiality and security obligations of this Agreement and any executed BAA; and (e) fees paid for the remaining Subscription Period are non-refundable unless termination is by Customer for HealthcareGPS' uncured material breach, in which case HealthcareGPS shall refund the pro-rated unused portion of prepaid Subscription fees within thirty (30) days.

10.5 Automatic Renewal; Cancellation. THIS AGREEMENT CONTAINS AN AUTOMATIC RENEWAL PROVISION. Unless Customer cancels as described below, the Subscription will automatically renew for successive one-year Subscription Periods at the then-current subscription fee, and Customer authorizes HealthcareGPS to charge the payment method on file at each renewal. HealthcareGPS will e-mail Customer a renewal reminder, including the amount and billing date of the upcoming charge and the method of cancellation, at least forty-five (45) days before each renewal. HealthcareGPS will not change the subscription fee applicable to a renewal without at least thirty (30) days' prior notice, and Customer may cancel in response to any such price-change notice without penalty. Customer may cancel auto-renewal at any time, for any reason, (a) online through the "Cancel Subscription" button in the account settings page at MedicareCopilot.ai, which will be at least as prominent and no more burdensome than the original checkout flow, or (b) by e-mail to billing@healthcaregps.ai. No retention offer, telephone call, or additional step shall be required to effectuate cancellation. By completing checkout, Customer expressly and affirmatively acknowledges and consents to the automatic-renewal terms set forth in this Section 10.5.

11. Indemnification

11.1 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless HealthcareGPS, its affiliates, officers, directors, employees, and agents (including Connecture) from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or any User's use of the Platform in violation of this Agreement or applicable law; (b) Customer's failure to maintain required insurance licenses or carrier appointments; (c) Customer's breach of any representation or warranty; (d) Customer's breach of Section 4.5 (CMS TPMO Compliance) or Section 4.6 (TCPA and Anti-Spam Compliance); or (e) any insurance or enrollment advice or decisions made by Customer or its Users.

11.2 HealthcareGPS Indemnification. HealthcareGPS shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer's authorized use of the Platform, in accordance with this Agreement, infringes or misappropriates such third party's United States patent, copyright, trademark, or trade-secret rights, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement. If the Platform becomes, or in HealthcareGPS' reasonable opinion is likely to become, the subject of such a claim, HealthcareGPS may, at its option and expense, (a) procure for Customer the right to continue using the Platform, (b) modify the Platform so that it is non-infringing without materially diminishing functionality, or (c) terminate the Subscription and refund the pro-rated unused portion of prepaid fees. HealthcareGPS shall have no obligation under this Section 11.2 for any claim arising from (i) Customer's modifications to the Platform, (ii) use of the Platform in combination with products or services not provided by HealthcareGPS where the claim would have been avoided absent the combination, (iii) use after HealthcareGPS notified Customer to discontinue, or (iv) Customer Content or data furnished to the Platform by Customer. This Section 11.2 states HealthcareGPS' sole liability and Customer's exclusive remedy for any third-party infringement claim related to the Platform.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the State of California and applicable U.S. federal law, without regard to conflict of laws principles.

12.2 Dispute Resolution; Binding Arbitration; Class Action Waiver.

(a) Informal Resolution. Prior to commencing any arbitration or legal action, the parties agree to first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform (each, a "Dispute") through informal negotiation for a period of at least thirty (30) days after written notice of the Dispute.

(b) Agreement to Arbitrate. Except as expressly set forth in subsection (e) below, Customer and HealthcareGPS agree to resolve any Dispute that cannot be resolved through informal negotiation exclusively by final and binding arbitration before a single arbitrator. This agreement to arbitrate includes, without limitation, Disputes arising out of or relating to the interpretation, applicability, enforceability, revocability, or validity of this Section 12.2 and the arbitrability of any Dispute. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this Section 12.2.

(c) Opt-Out Right. Customer may opt out of this agreement to arbitrate by delivering written notice of its election to opt out to HealthcareGPS at legal@healthcaregps.ai or HealthcareGPS, Inc., 2108 N ST Suite N, Sacramento, CA 95816, within thirty (30) days after the date Customer first accepts this Agreement. The opt-out notice must include Customer's full legal name, account e-mail address, and an unambiguous statement that Customer declines to arbitrate. A timely opt-out will not affect any other provision of this Agreement, including the class, collective, and representative action waiver in subsection (g) and the jury trial waiver in subsection (f), both of which remain in full force. Opting out has no effect on any prior agreement to arbitrate between the parties.

(d) Arbitration Procedures and Fees. The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes in effect at the time the arbitration is commenced. The arbitration will be held in Los Angeles, California, or any other location the parties agree to in writing, and may, at the arbitrator's discretion and with the parties' consent, be conducted by video or teleconference. The AAA rules will govern the payment of all filing, administrative, and arbitrator fees. In any arbitration or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, arbitration costs, expert-witness fees, and other legal expenses from the non-prevailing party; provided, however, that the aggregate amount recoverable by either party under this sentence shall not exceed Ten Thousand Dollars ($10,000), in addition to any other relief to which it may be entitled. For purposes of this subsection, the "prevailing party" shall include a party that substantially obtains or defeats the relief sought, whether by settlement, judgment, or arbitration award, and the right to recover fees and costs shall apply to all levels of proceedings, including appeals and enforcement of any judgment or award. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(e) Exceptions; Judicial Forum. Either party may (i) assert claims, if they qualify, in small claims court in Los Angeles County, California, and (ii) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use of or abuse of the Platform, Confidential Information, or intellectual property infringement (including trademark, trade secret, copyright, or patent rights), in each case without first engaging in arbitration or the informal resolution process described in subsection (a). If the agreement to arbitrate is found not to apply to Customer or a particular Dispute, then such Dispute shall be brought exclusively in the state courts located in Los Angeles County, California, or, if subject matter jurisdiction lies exclusively in the federal courts, in the United States District Court for the Central District of California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum or improper venue.

(f) Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER. CUSTOMER AND HEALTHCAREGPS AGREE THAT ANY DISPUTE WILL BE BROUGHT IN SUCH PARTY'S INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS OR PROCEEDINGS ARE NOT PERMITTED. THE ARBITRATOR OR COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SUBSECTION (g) IS HELD UNENFORCEABLE AS TO ANY DISPUTE, THEN THE ENTIRETY OF THIS SECTION 12.2 SHALL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE, AND SUCH DISPUTE SHALL BE RESOLVED IN ACCORDANCE WITH SUBSECTION (e); PROVIDED, HOWEVER, THAT THIS SUBSECTION (g) SHALL REMAIN ENFORCEABLE IN ALL OTHER RESPECTS.

12.3 Force Majeure. Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, power failures, or internet outages. Payment obligations are not excused by force majeure.

12.4 Non-Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without HealthcareGPS' prior written consent. Any attempted assignment in violation of this section is void. HealthcareGPS may freely assign this Agreement.

12.5 Modifications. HealthcareGPS may update these Terms from time to time. Material changes will be communicated to Customer via e-mail or in-Platform notice at least thirty (30) days before the effective date. If Customer does not agree to a material change, Customer may terminate the Subscription by written notice to HealthcareGPS on or before the effective date of such change, in which case HealthcareGPS shall refund the pro-rated unused portion of any prepaid Subscription fees within thirty (30) days of termination. Continued use of the Platform after the effective date of a material change will constitute acceptance of the revised Terms. Non-material changes (e.g., clarifications or changes required by applicable law) take effect upon posting.

12.6 Entire Agreement. This Agreement, together with HealthcareGPS' Privacy Policy and any applicable BAA, constitutes the entire agreement between the parties with respect to MedicareCopilot and supersedes all prior representations, discussions, and agreements.

12.7 Severability. If any provision of this Agreement is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

12.8 Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.9 No Third-Party Beneficiaries. Except for Connecture' rights as an intended beneficiary with respect to Sections 5, 7, 8.3, and 9, nothing in this Agreement confers any rights or remedies on any third party.

12.10 Notices. HealthcareGPS will direct notices to the email address provided at checkout. Customer may direct notices to HealthcareGPS at: legal@healthcaregps.ai or HealthcareGPS, Inc., 2108 N ST Suite N, Sacramento, CA 95816.

12.11 Electronic Acceptance. Customer agrees that clicking "I Agree" constitutes a legally binding electronic signature under applicable federal and state electronic signature laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN).

Electronic Acceptance

By clicking "I Agree" at checkout, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service.