These terms (the “Customer Terms”) are agreed by Level Benefits, Inc., a Delaware corporation doing business as Level and Level Administrators (together with its affiliates, “Level”) and the organization purchasing or receiving services from Level (“Customer,” and together with Level, the “Parties”). These Customer Terms govern the use and purchase of services provided by Level (“Services”) by Customer. By purchasing the Services, Customer agrees to these Customer Terms, as well as the General Terms of Service (“General Terms”) that govern the use of the Services, the terms that govern connection of an account to Level’s Services and authorization of payment purposes (“Payment and Authorization Terms”), and all additional terms, policies and guidelines applicable to the Services or incorporated by reference herein (together, the “Terms”).
Subject to the rights and obligations under the Terms, Level will provide the Services purchased by Customer for the period purchased by Customer (the “Term”).
Level may provide a website login or mobile application (the “Online Services”) to Customer or eligible individuals designated by Customer (“Members”). Level reserves the right to terminate any Online Services user account that violates the General Terms or other applicable terms, policies, or guidelines. Customer will be solely responsible for use of the Services, including the Online Services, by its employees, agents, brokers, representatives, contractors, and Members and their dependents.
Level will provide Members with virtual or physical payment cards (“Cards”) which are issued by a payment card network principal issuing member. Card use and availability are subject to the Member Terms (available at level.com/legal/terms), applicable law and any usage restrictions of the relevant Services or other applicable terms, policies, or guidelines. The Cards allow Members to access funds provided or otherwise made available by Customer to Level. Funds are loaded or deposited by Level into a clearing account and used to cover Members’ applicable benefits or other Services (“Card Transactions”). Cards may only be used to pay for expenses allowable under the Services and may not be used for other personal, family, household or business expenses (“Non-Qualified Expenses”).
Customer Responsibility. Customer is responsible for payment of all Card Transactions. Customer will be liable for all charges to a Card to the fullest extent of the law, including authorized Card Transactions which subsequently are determined to have been payments for Non-Qualified Expenses. Level may engage Members directly to seek reimbursement from Members for Non-Qualified Expenses but is not required to do so. Customer agrees to cooperate in good faith with Level to recover funds from Members for Non-Qualified Expenses.
Card Fraud; Lost or Stolen Cards. Customer will notify Level within 24 hours if Customer becomes aware of any attempt by any person to obtain or use a Card by fraud, including, but not limited to, unauthorized Card use, provider fraud, or fraud committed by an employee of a Party or any of its third-party service providers (“Card Fraud”), or any loss or theft of a Card, by contacting Level at email@example.com or (855) 400-5705. Level and Customer will cooperate to reduce Card Fraud and engage in any commercially reasonable efforts to locate and prosecute the perpetrator of any Card Fraud. Customer agrees that it is responsible for and liable for any losses attributable to Card Fraud unless such expenses and losses were caused by the actions or inactions of Level (or a system under the control of Level).
Card Cancellation and Suspension. If Customer desires to terminate use of a Card by a Member, Customer will notify Level of the reason for such termination (e.g., fraud, improper usage, termination of employment), and Level will promptly terminate such Card. In addition, Level reserves the right, in its sole discretion, to suspend, terminate or otherwise limit a Member’s use of a Card and will provide Customer with notice of such action.
Payment. Customer will remit payment owed for the Services, including any amounts for projected usage of the Services by Members, to Level by connecting an account to the Services. Payment is subject to the Payment and Authorization Terms available at level.com/legal. All Services fees are non-refundable except as required by law or specified herein. Level may suspend or terminate the Services if fees are past due. If a Federal, State, or other governmental authority imposes upon Level any tax, charge, fee or offset on account of any Services provided, Customer will reimburse Level for the amount of such tax, fee, charge or offset.
Information and Services Design. Customer will respond to questions in Level’s onboarding process on a timely and accurate basis. Customer will provide Level with such records and information as reasonably requested by Level to enable Level to provide the Services and to comply with applicable law. The failure of Customer to provide any information required by this provision may result in suspension or termination of the Services.
Authorized Representatives. Customer will provide Level the names and/or titles of individuals who are authorized to act for Customer in connection with the Terms. Customer will notify Level immediately in writing of any change to these authorized representatives. Customer will hold harmless and indemnify Level for any actions Level takes at the direction of Customer’s authorized representatives, including actions taken during a period after Customer has reduced or terminated the authority of an authorized representative but before Level has been notified of the same.
Confidential Information Definition. Customer’s Confidential Information includes confidential and/or proprietary information relating to Customer’s systems, procedures, business practices, and other non-public information about Customer. Level’s Confidential Information includes confidential or proprietary information relating to its systems, methodologies, business practices, claims processing practices, claims payment practices, and non-public information about Level. Level’s Confidential Information also includes information relating to providers in its networks, including negotiated fees, terms and discounts, and provider information including but not limited to provider tax identification numbers and social security numbers. Level’s obligations regarding “protected health information” or “PHI” as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) are set forth in a Business Associate Agreement between Level and Customer, if applicable.
Obligation. Each Party agrees to treat the other Party’s Confidential Information in strict confidence and will institute commercially reasonable safeguards to protect this information. Neither Party will disclose the disclosing Party’s Confidential Information to any other person or entity without the disclosing Party’s prior written consent. However, each Party may disclose the other Party’s Confidential Information to its subcontractors, consultants, agents or auditors who need to know such information in order to meet its responsibilities and obligations under the Terms, provided that such third party is subject to confidentiality obligations substantially similar to those contained herein.
Exceptions. The use or disclosure of information is not restricted if it is: (i) public knowledge other than as a result of a breach of the Terms; (ii) independently developed by a Party not in violation of the Terms; (iii) made available to a Party by any person other than Level or Customer, provided the source of such information is not subject to any confidentiality obligations with respect to it; or (iv) is required to be disclosed pursuant to law, order, regulation or judicial or administrative process, but only to the extent of such required disclosures and after reasonable notice to the other Party, if such notice is allowed by law.
Reservation of Rights. Except as may be explicitly set forth in the Terms, nothing herein will be construed as an implied license by a Party to use the other Party’s name, trademarks, domain names, or other intellectual property.
Brands. Neither Party will use the name, trademarks, domain names, or any other name or mark of the other Party in any advertising or promotional materials or otherwise, without the prior written consent of the other Party. Customer has no license to use the Level trademarks or derivative marks (“Brands”) and nothing in the Terms will be deemed to grant a license to Customer to use the Brands.
Brands. Neither Party will use the name, trademarks, domain names, or any other name or mark of the other Party in any advertising or promotional materials or otherwise, without the prior written consent of the other Party. Customer has no license to use the Level trademarks or derivative marks (“Brands”) and nothing in these Terms will be deemed to grant a license to Customer to use the Brands. Any references to the Brands made by Customer in its own materials are subject to prior review and approval by Level.
Suggestions. Level may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sub-license, any feedback, comments or suggestions that Customer or its Members send Level or post in Level’s forums, without any obligation to Customer. For clarity, any such feedback, comments or suggestions provided to Level will not be deemed Customer’s Confidential Information.
Limitation on Liability. Neither Party will be liable for indirect, incidental, special, consequential, punitive, exemplary or multiple damages (other than by statute), including without limitation, any damages resulting from business interruption, loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with the Terms or either Party’s performance hereunder or of any other obligations relating to the Terms, even if the Party has been advised of the likelihood of those damages. The aggregate liability of either Party to the other Party (and any entity claiming by or through a Party) arising directly or indirectly out of the Terms will not exceed the greater of (i) an amount equal to Service Charges paid or owed by Customer to Level over the twelve (12) months prior to the relevant claim, and (ii) $100.
Indemnification. The limitation on liability in Subsection a will not apply to indemnification claims under the Terms.
Level’s Services will automatically renew at the end of each Term, unless terminated with sixty (60) days’ prior written notice to the other Party prior to the end of the then-current term. Level’s Services may otherwise be terminated in the following circumstances. Customer may choose to pay out any notice period.
Without Cause. Either Party may terminate the Services without cause, upon ninety (90) days’ prior written notice to the other Party.
Breach. Either Party may terminate the Services for a material breach by the other Party, by providing the breaching Party with a written notice specifying the breach, and allowing the breaching Party thirty (30) days to cure the breach.
Customer’s Inability to Meet Funding Obligations. If Customer becomes insolvent or avails itself of the protection of the federal Bankruptcy Code, or if Level has a reasonable belief that either of these events are imminent, Level may request adequate assurance from Customer of Customer’s ability to meet its financial obligations to Level. If such assurances are not furnished to Level within fourteen (14) days, or are not satisfactory in Level’s reasonable judgment, Level may immediately terminate the Services. Level will not be required to extend any credit on Customer’s behalf and will only disburse any payments, if relevant, following actual receipt of adequate funds to cover such payments.
Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party. If a dispute is not resolved within 30 days of notice, Customer or Level may bring a formal proceeding.
Agreement to Arbitrate. Customer and Level agree to resolve any claims relating to the Terms through final and binding arbitration, except as set forth below. JAMSwill administer the arbitration. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.
Exception to Agreement to Arbitrate. Either Party may bring a lawsuit in the federal or state courts of New York County, New York solely for injunctive relief to stop infringement of a Party’s intellectual property rights, breaches of confidentiality, or to join the other Party to a third party claim related to that Party’s indemnification obligations, without first engaging in the informal dispute notice process described above. Both Customer and Level consent to venue and personal jurisdiction there.
NO CLASS ACTIONS. Customer may only resolve disputes with Level on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
Entire Agreement. The Terms, together with all internally referenced additional agreements, terms and conditions, and other legal documents, contains all the terms and conditions agreed upon by the Parties, and supersedes all other agreements, express or implied regarding the subject matter. In the event of conflict, the following order of precedence will apply: (i) Business Associate Agreement, (ii) Dental and Vision Benefit Plan Terms, (iii) Customer Terms, (iv) Payment and Authorization Terms, then (v) the General Terms.
Independent Contractors. In performing its duties and obligations pursuant to the Terms, each Party will at all times be acting and performing as an independent contractor. Nothing in the Terms will be construed or deemed to create a relationship of employer and employee or partner or principal and agent.
Applicable Law and Venue. Except to the extent governed by ERISA and other federal laws, the Terms will be governed by the laws of the State of New York. Each Party consents to the jurisdiction of courts in New York County, New York, and waives any venue or inconvenient forum defense to any proceeding filed and maintained in such courts.
Amendments and Waivers. the Terms may be amended only by mutual consent of the Parties, and only if the consent is in writing and signed by both Parties. A Party’s failure to enforce any provision of the Terms will not be construed as a waiver.
Assignment. Neither Party may assign its rights or obligations pursuant to the Terms without the prior written consent of the other Party (not to be unreasonably withheld or delayed), provided that Level may assign its rights and obligations, in whole or in part, pursuant to the Terms to (i) any of its affiliates, or (ii) in connection with any merger, consolidation or reorganization involving Level (regardless of whether Level is a surviving or disappearing entity), or a sale of all or substantially all of Level’s business or assets relating to the Services to an unaffiliated third party.
Third Party Beneficiaries. This is an agreement for the sole and exclusive benefit of the Parties. It is not intended to confer, and does not confer, any benefits on third parties.
Delay. Level will not be responsible for delay in the performance of its duties under the Terms or for non-performance hereunder, if such delay or nonperformance is caused or contributed to in whole or in part by the failure of Customer or a Member to promptly furnish any required information or documents or otherwise perform its obligations under the Terms.
Survival. Following termination, any section of the Terms that by its nature should survive, will survive and continue in effect and will inure to the benefit of and be binding upon the Parties and their legal representatives, heirs, successors and assigns.
Notices. All notices and other communications under the Terms will be in writing, including electronic mail (if to Level, to firstname.lastname@example.org). All notices and other communications under the Terms will be deemed to have been duly given when received.
Last updated: May 27, 2021