EFFECTIVE: MARCH 1, 2022
THESE TERMS OF SERVICE (THIS "AGREEMENT") GOVERN YOUR USE OF THE BENEFITS ADMINISTRATION SOFTWARE AND SERVICE (THE "SERVICE"), PROVIDED TO YOU BY Effortless Admin Inc. ("ADMINISTRATOR"), POWERED BY EFFORTLESS DEV INC., ("EFFORTLESS", AND TOGETHER WITH ADMINISTRATOR THE "SERVICE PROVIDERS").
YOU MUST AGREE TO THIS AGREEMENT TO USE THE SERVICE.
1. Use and Termination of Account. You are responsible for all activity on the Service that occurs under your account. Your account may be terminated at any time in the event you materially breach this Agreement and do not cure such breach within 5 days of being provided with written notice of the breach (including notice by email). Notwithstanding the foregoing, your account and access to the Service may be immediately suspended or terminated without notice or liability if you are in violation of Section 7 of this Agreement. Your Service access may also be downgraded, suspended, or terminated without liability to the Service Providers, if you fail to affirmatively agree to any changes to this Agreement.
2. Amendment of Service and/or this Agreement. The Service is made available in different user access levels for different types of users. Not all features and functionality of the Service may be available in each level. Effortless reserve the right, in its sole discretion and at any time, to modify, add, discontinue, retire, or remove any aspect, features, portion, and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
3. Changes to this Agreement. This Agreement may be modified at any time, and you will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.
4. Limited License to Use Service. In reliance upon the direction and confirmation of your being eligible to use the Service provided to it from Administrator, Effortless grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right and license to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing, via a web browser or other device owned or controlled by you for your internal business (as an authorized user of a plan sponsor) or personal use (as a plan member) to access, view, edit, enter, modify, and use such resources, documents, materials, or information generated by or accessible by way of the Service (including for certainty but without limitation: insurance carrier and third party vendor forms and information, Documentation (defined below), Third-Party Materials (defined below), your personal data that you manage or which is managed on your behalf via the Service, and all reporting generated by the Service that may be delivered on a user type basis (including for example but without limitation: plan design, eligibility information, billing reporting, plan performance analytics, renewal calculation and reporting materials), and for the purpose of this Agreement the foregoing categories of information is defined together as the "Content", all as may be displayed, reproduced, or made available by the Service from time to time.
5. Usage Rights and Restrictions. You may use the Service only to refer to, access, modify and/or view such Content displayed therein from time to time as you are duly authorized to access. You are solely responsible for Content entered by yourself or under your direction, and all uses of your data or other Content that is managed or accessed through your account. You agree to use the Service only in compliance with all applicable local, provincial, national, and international laws, rules and regulations ("Applicable Law").
6. All Other Rights Reserved. Effortless reserves all rights not expressly granted to you in this Agreement, and you may not use the Service for any use other than the permitted uses set forth in the preceding Section. Nothing in this Agreement obligates Effortless to deliver or make available any copies of computer programs or code from the Service to you, whether in object code or source code form. You agree that Effortless may collect, maintain, process, and use diagnostic, usage, technical and related information, periodically to facilitate the provision of updates, product support, and other services to you related to the Service, and to verify your compliance with this Agreement.
7. Prohibited Activities. You shall not, directly or indirectly, and shall not agree to, and shall not authorize, encourage, assist, direct, or permit any third party to:
a. exploit the Service in any unauthorized way whatsoever;
b. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, hateful, contains viruses, or is otherwise objectionable as reasonably determined by either or both of the Service Providers in respective unfettered discretions;
c. use the Service for any fraudulent or inappropriate purpose, including without limitation, to transmit any computer viruses, worms, trojan horses or other malware, or burdening network capacity;
d. attempt to decipher, decompile, disassemble, delete, alter, or reverse engineer any of the Software;
e. modify, adapt, translate, duplicate, make derivative works of, reproduce or exploit any part of the Service;
f. use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of Content as contemplated in the Service’s supporting Documentation (defined below); or
g. rent, lease, loan, distribute, or resell the Service; or
h. use the Service in any way in connection with the development of a software platform that competes with the Service or any of its module applications in any way;
i. remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
8. Effortless Support Parameters. Effortless uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) Force Majeure (defined below). Effortless maintains its own current processes and procedures for maintaining the Service and will use commercially reasonable efforts to provide the technical software support required to sustain operational functionality of the Service as set forth in the following table (collectively, the "Tech Support Services"):
| Service Description | Deliverables Included |
|---|---|
| Help Desk Support |
|
| Problem Correction |
|
| Application Enhancement |
|
Effortless will use commercially reasonable efforts to notify and inform you, either directly or indirectly via Administrator, for all scheduled maintenance, bug fixing, application enhancement to the Service to minimally interfere with your use of the Service. Tech Support Services will be delivered by way of monitored email support at hello@effortlessdev.com and any support services or items not specifically listed in the above table are excluded from the scope of Tech Support Services.
9. Administrator Support. All other support services to be provided in connection with your use of the Service (the "User Support Services") are the responsibility of Administrator pursuant to its terms of service made available or published from time to time, and under all circumstances the provision of the User Support Services shall be conditional upon you:
a. being in good standing with all of the terms of this Agreement,
b. making your relevant user representatives available to address and resolve a support request or service-related incident,
c. first ensuring the performance issues are not related to your workstation, web browser, or internet connection prior to contacting Effortless support for performance related issues, and
d. reviewing all available help documentation made available in the Service before requesting User Support Services.
10. Intellectual Property Rights. Excepting only Administrator’s trademarks, other service marks, and Content made available as part of the Service, Effortless owns and shall retain all right, title and interest in and to (a) the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. Effortless may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization, data aggregation and statistical modelling and visualization, and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information. You may not alter or remove any copyright notice, trademark designation, or proprietary legend contained in or on the Content.
11. User Feedback. You have no obligation to give Effortless any suggestions, enhancement requests, recommendations, comments or other feedback ("Feedback") relating to the Service. To the extent you provide any Feedback to Effortless, Effortless may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Effortless shall own all such Feedback and Effortless and its affiliates, licensees, clients, partners, third-party providers, and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Effortless. You hereby waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of "droit moral" in your Feedback, including without limitation the right to the integrity of the Feedback, the right to be associated with the Feedback, the right to restrain or claim damages for any distortion, mutilation or other modification of the Feedback, and the right to restrain the use or reproduction of the Feedback in any context and in connection with any product, service, cause or institution.
12. You Own Your Data. Subject to and in accordance with Applicable Law governing personal information and private health information, you retain all right, title and ownership interest in and to your personal data. Each Service Provider agrees to secure, hold, and make such data available (and their respective use thereof) to you in compliance with Applicable Law.
13. Personal Information Privacy and Consent. Without in any way limiting or otherwise affecting the terms of the preceding section, the terms of the Service Providers’ respective privacy policies as published from time to time, as well as any other personal information consent given by you at the time of your registration on the Service as part of your benefits enrollment facilitated by the Service, you hereby confirm and authorize each of the Service Providers and/or their respective agents to collect, use, maintain and disclose personal information for the purposes of determining eligibility for coverage, assessment, assisting in the processing of claims, auditing plan sponsor renewal rates, investigation, assisting in plan underwriting by providing accurate information in quoting employer plans to Carriers, administration and claim management. You further consent to and authorize Effortless to receive your health claims experience from the insurance carriers and other benefit product providers supporting your benefit plan from time to time on a strictly confidential and secure basis; provided that such information shall be kept confidential and not be expressly set forth within, or made ascertainable by, the Service’s user interface. By using the Service, you confirm that you:
a. Understand you have been asked to consent to the collection, use and disclosure personal information and are aware of the risks and benefits of consenting, or refusing to consent, to the disclosure.
b. Grant your consent effective on the date of your first use of the Service and confirm your continuing consent for the duration of your use of the Service.
c. Agree that a copy or electronic version of this authorization shall be as valid as the original.
14. Aggregated Data Use. YOU ACKNOWLEDGE THAT CERTAIN ASPECTS OF THE SERVICE MAY REQUIRE EFFORTLESS TO RECEIVE AND MANAGE (ON AN AGGREGATED BASIS AND WITHOUT DISCLOSING PERSONALLY IDENTIFIABLE PRIVATE INFORMATION) PROCESSED CLAIMS DATA AND INFORMATION RELATING TO PLAN MEMBER USE OF THEIR GROUP BENEFITS. BY USING THE SERVICE, YOU CONSENT TO, AND HOLD THE CARRIERS SUPPORTING YOUR BENEFIT PLAN HARMLESS IN CONNECTION WITH, THE TRANSMISSION OF SUCH PROCESSED CLAIMS DATA AND INFORMATION TO EFFORTLESS, SUBJECT ONLY TO EFFORTLESS USING ITS BEST EFFORTS TO ENSURE CONTINUOUS COMPLIANCE AT ALL TIMES WITH INDUSTRY BEST PRACTICES, THE EFFORTLESS DATA SECURITY PROTOCOLS AS MAY BE PUBLISHED OR OTHERWISE MADE AVAILABLE TO YOU ON REQUEST FROM TIME TO TIME.
15. Data Security. Each Service Provider shall maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the Service, and the security of your data. The Service Providers shall not (a) disclose your data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law. For more information on how Effortless stores, secures, and uses data, please see the Effortless Information Security Management Systems (ISMS) policy published from time to time at https://effortlessdev.github.io/policies/chapters/01-introduction/.
16. Warranties and Limitation of Liability. Effortless represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by Effortless in connection with the Service, including by way of the Service, and specifically including, without limitation, descriptions of the software functionalities, user instructions, data requirements for compatibility and proper migration into and integration with the Service, help and tips icons, and other materials relevant to understanding the proper use of the Service ("Documentation"); and (b) any services performed for you by Administrator will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
17. No other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE SERVICE PROVIDERS’ RESPECTIVE LIMITED WARRANTY PROVIDED ABOVE, THE SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, CONTENT, DOCUMENTATION, AND OTHER MATERIALS AND/OR SERVICES, AND MORE SPECIFICALLY BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND THE SERVICE PROVIDERS DO NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE, WITHOUT INTERFERENCE OR INTERRUPTION, AND YOU AGREE THE SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU IN RELATION FROM ANY INTERFERENCE, DEFECT, ERROR OR INTERRUPTION RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION: (I) ANY DEFECT IN OR FAILURE OF THE SOFTWARE, (II) ANY LOSS OF INTEROPERABILITY BETWEEN THE SOFTWARE AND ANY SUPPORTING SOFTWARE, PLATFORM INTEGRATIONS, OR APPLICATIONS, OR (III), ANY HACKING OF, INTRUSION INTO, OR OTHER ATTACKS ON THE SOFTWARE OR ANY SUPPORTING SOFTWARE, PLATFORM INTEGRATIONS, SUPPORTING APPLICATIONS, OR THE SUPPORTING DATA STRUCTURES OR DATABASES OF THE SOFTWARE, AND YOU ACKNOWLEDGE AND AGREE THE SERVICE PROVIDERS SHALL HAVE NO OBLIGATION TO CORRECT ANY SUCH IDENTIFIED DEFECT OR OTHER ERROR, BUT MAY INSTEAD MODIFY THE SERVICE IN ACCORDANCE WITH THEIR RIGHTS TO DO SO UNDER THIS AGREEMENT.
18. Content Limitations. YOU ACKNOWLEDGE THAT THE CONTENT MAY INCLUDE INACCURARIES OR ERRORS AND YOU AGREE THAT THE SERVICE PROVIDERS ARE NOT OBLIGATED TO VERIFY THE ACCURACY OR FITNESS FOR USE OF THE CONTENT (EXPRESSLY INCLUDING SOFTWARE GENERATED CONTENT) AND THE SERVICE PROVIDERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE ACCURACY, QUALITY, AND/OR FITNESS FOR A PARTICULAR USE OF ANY OF THE CONTENT. TO THE EXTENT YOU CHOOSE TO USE OR ACCESS CONTENT, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAW. EFFORTLESS RESERVES THE RIGHT TO CHANGE, SUSPEND, REMOVE, OR DISABLE ACCESS TO ANY CONTENT AT ANY TIME WITHOUT NOTICE. IN NO EVENT WILL EFFORTLESS BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY SUCH CONTENT. EFFORTLESS MAY ALSO IMPOSE LIMITS ON THE USE OF OR ACCESS TO CERTAIN CONTENT, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY.
19. Third-Party Content. CERTAIN CONTENT AND PAGES WITHIN THE SOFTWARE MAY DISPLAY, INCLUDE OR MAKE AVAILABLE CONTENT, DATA, INFORMATION, APPLICATIONS OR MATERIALS FROM THIRD PARTIES ("THIRD-PARTY MATERIALS") OR PROVIDE LINKS TO CERTAIN THIRD-PARTY WEB SITES. BY USING THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE PROVIDERS ARE NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT, ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY OR ANY OTHER ASPECT OF SUCH THIRD-PARTY MATERIALS OR WEB SITES. THE SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, AFFILIATES AND SUBSIDIARIES DO NOT WARRANT OR ENDORSE AND DO NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICES, THIRD PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES. THIRD PARTY MATERIALS AND LINKS TO OTHER WEB SITES ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU. TO THE EXTENT YOU CHOOSE TO USE OR ACCESS SUCH THIRD-PARTY MATERIALS, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS. EFFORTLESS RESERVES THE RIGHT TO CHANGE, SUSPEND, REMOVE, OR DISABLE ACCESS TO ANY THIRD-PARTY MATERIALS AT ANY TIME WITHOUT NOTICE. IN NO EVENT WILL EFFORTLESS BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY SUCH THIRD-PARTY MATERIALS. THE SERVICE PROVIDERS MAY ALSO IMPOSE LIMITS ON THE USE OF OR ACCESS TO CERTAIN THIRD-PARTY MATERIALS, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY.
20. Liability Limitation. IN NO EVENT WILL EITHER OF THE SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF THE SERVICE PROVIDERS TO YOU WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES ACTUALLY COLLECTED BY THE SERVICE PROVIDERS FROM OR IN RESPECT OF YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
21. Indemnification of Service Providers. You agree to indemnify, defend and hold harmless the Service Providers and their respective affiliates, officers, agents, and employees from and against any costs, damages, expenses (including legal fees and disbursements on a solicitor and his own client basis), judgments, losses and other liabilities (including amounts paid in settlement) ("Liabilities") incurred as a result of any third-party action, claim, demand, proceeding or suit ("Claim") to the extent arising from or connected with your use of the Service in breach of this Agreement.
22. IP Indemnification by Effortless. Effortless agrees to indemnify, defend and hold you harmless, from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Service in accordance with this Agreement infringes the intellectual property rights of that third party. Notwithstanding the foregoing, in no event shall Effortless have any obligations or liability arising from: (a) use of the Service in a modified form or in combination with materials or software not furnished by Effortless, and (b) any Feedback, or Content provided by you or other third parties in respect or support of your use of the Service.
23. General Provisions. The following general provisions apply to this Agreement:
a. Compliance with Applicable Law. Each party shall comply with all Applicable Law in connection with its own activities in relation to this Agreement. In no event shall the Service Providers be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service. For interpretation purposes, “Applicable Law” means and includes all statutes together with all laws arising at common law or in equity as well as any applicable rules, regulations, treaties, or other administrative guidelines in force that apply to the subject matter of this Agreement, and for greater certainty, specifically including those statutes applying to the collection, use, disclosure, and preservation of the private or personal information and personal health information.
b. No Legal Advice Provided. The Service Providers do not provide each other and/or their customers with legal advice regarding compliance, data privacy or other relevant Applicable Law, and any statements made by the Service Providers in connection with the use of the Service are not legal advice.
c. 13.5 Survival. Sections 10, 11, 13, 14, 16, 20, and 21 survive the termination of this Agreement.
d. Force Majeure. The Service Providers’ ability to perform their obligations under this Agreement may be subject to occurrences completely beyond their control, which for certainty includes, without limitation, labor shortages or disputes, strikes, other labor or industrial disturbances, delays in transportation, acts of God, floods, lightning, fire, epidemic, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, an act of civil or military authority, explosives, riots, insurrections, embargoes, blockades, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, or failure of suppliers or vendors (each a "Force Majeure"). This Agreement shall be suspended from the date of a Force Majeure until it is resolved, and any delays resulting from a Force Majeure where notice has been provided as required will not constitute default under this Agreement or give rise to any claim for damages. The Service Providers shall not be liable to you if prevented or delayed in the performance of any of their obligations under this Agreement by Force Majeure.
e. Equitable Relief. You acknowledge that any breach or threatened breach of this Agreement involving an unauthorized use of the Service in breach of this Agreement and use restrictions imposed herein will result in irreparable harm to Effortless for which damages would not be an adequate remedy, and therefore, in addition to their rights and remedies otherwise available at law, Effortless will be entitled to injunctive or other equitable relief, as appropriate, and you hereby waive the right to require Effortless to post a bond and agree to consent to the granting of such equitable relief, and no party to this Agreement may allege in any such proceeding that Effortless’s remedy at law is adequate. If Effortless seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will it be deemed to have made an election of remedies.
f. Governing Law. This Agreement is governed by the Laws of the Province of Alberta, Canada, and the parties each irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta in respect of any disputes arising between the parties in connection with this Agreement.
g. No Waiver. The Service Providers shall not be deemed to have waived any of their rights, powers, or remedies under this Agreement unless such waiver is expressly set forth in a writing by the Service Providers. No written waiver of any provision of this Agreement shall be deemed to be, nor shall it constitute, (i) a waiver of any other provision of this Agreement, whether or not similar, or (ii) a continuing or subsequent waiver of the same or another provision of this Agreement in the future.
h. Severability. If any Section or provision of this Agreement, or the application of such Section or provision, is held by any court or administrative body of competent jurisdiction to be invalid or otherwise unenforceable, then the remainder of this Agreement shall continue in effect, the application of such invalid or unenforceable section or provision shall be severed from this Agreement, the remainder hereof shall be interpreted so as to reasonably effectuate the intention of the parties, and Effortless may update this Agreement to include a substitute valid and enforceable provision.
i. No Assignment. You may not assign this Agreement.
j. Enurement. This binding Agreement and shall inure to the benefit of the Service Providers and their respective successors and assigns.
24. Contact Information. If you have any questions about the Service or this Agreement, you may contact us at:
| ADMINISTRATOR | groupbenefits@effortlessadmin.com |
|---|---|
| EFFORTLESS | hello@effortlessdev.com |