Sponsor Agreement

Sharable Group Sponsor Agreement

This Agreement (“Agreement”) is between you, a sponsor (“You” or “Sponsor”) of one or more Group Members of a health care sharing program administered by Impact Health Sharing, Inc., a healthcare sharing organization (“HCSO”), SHARABLE, LLC (“Sharable” or “we/us”) and the Financial Institution as defined below. This Agreement governs your use of the Sponsor Center portal (the “Portal”) that Sharable makes available to you through HCSO’s website (including related domains, websites, and mobile applications, as applicable) to administer your Group.

By (i) clicking an “Accept” or similar button, (ii) checking a box captioned with acceptance language, or (iii) accessing, using, or signing up for the Portal and establishing a Group , you acknowledge that you have read and understand this Agreement and that you agree to be bound by them. If you are entering into this Agreement on behalf of a company or other legal entity, the term “you” shall refer to such entity in addition to the individual user, and the individual accepting this Agreement on behalf of such entity (the “Authorized Representative”) represents that he or she has authority to bind the entity to this Agreement.

YOU MAY NOT USE THE PORTAL OR ACCESS YOUR GROUP ACCOUNT IF YOU DO NOT AGREE TO THIS AGREEMENT. PLEASE REVIEW THEM CAREFULLY.

1. DEFINITIONS. In addition to the defined terms contained elsewhere in this agreement, the following capitalized terms shall have the indicated meanings:

a. “Financial Institution” means the financial institution that maintains the bank accounts holding the funds for benefit of Group Members. The Financial Institution will be designated by Sharable in its sole discretion and is subject to change from time to time, but Sharable and/or HCSO will notify you if it changes. Currently the Financial Institution is America’s Christian Credit Union based in Glendora, California (www.americaschristiancu.com).

b. “Group Account” is a virtual sub-ledger account containing the aggregate amount of periodic funding for your Group Members’ Sharing Accounts. Such amounts are then allocated and transferred to the individual Sharing Accounts of each Group Member according to the monthly share notices that are prepared by the HSCO and provided to the Group Member on a monthly basis.

c. “Group Member” means a member of the Group sponsored by you. By enrolling in the HCSO, a Group Member becomes a member of the HCSO and is required to agree to the Sharable Terms & Conditions.

d. “Group ” means a collection of one or more Group Members (such as employees of your organization) whose monthly HCSO share amounts are paid by the Sponsor.

e. “Sharing Account” means an individual Group Member’s virtual sub-ledger account representing that Group Member’s portion of the total sharing funds of all HCSO members that may be used for qualifying medical expenses. All funds reflected in the Sharing Accounts are held by the Financial Institution for the benefit of each respective Group Member. The HCSO Guidelines reference the Sharing Account in Section VI, Member Financial Participation. Each Group Member’s Sharing Account also serves as the payor account to hold funds received from other members until transferred out to pay such Group Member’s medical providers.

f. “Monthly Share Amount” means the monthly contribution required for a Group Member’s sharing level as determined by HCSO. As the sponsor of the Group Members, you are responsible to timely fund all the Group Members’ Monthly Share Amounts.

2. ACCESSING YOUR ACCOUNT

a. Portal. The Sponsor Center Portal (“Portal”) gives you access to the Group Account. The Portal allows you to view the funds allocated to your Group Members, transaction history, and the status of contributions and distributions to Group Members’ Sharing Accounts. Through the Portal, you may initiate and manage fund transfers from your external bank account into an account held at the Financial Institution on behalf of Group Members for the purpose of funding your Group Member’s Member Accounts.

b. Registration. Each authorized user accessing the Portal and your Group Account on your behalf will be required to choose a username and password or obtain similar account credentials. You agree to ensure your users keep such credentials confidential and not give these credentials to anyone else or allow anyone else to use these credentials to access the Portal. Using the Portal, you may appoint a third-party representative to administer and manage your Group on your behalf (“Group Administrator”). Sharable is authorized to perform the instructions of any user having valid credentials. You are solely responsible for your Group Administrator’s and each authorized user’s use of the Portal and instructions relating to the Group Account.

c. Additional Requirements. This Agreement is separate from any other agreement between you and HCSO. You may be required to agree to separate terms and conditions required by the Financial Institution, if applicable. You also understand that the Financial Institution may send you notices, disclosures, and other materials from time to time, as may be required or permitted by any laws or regulations to which the Financial Institution is subject. Without limiting the foregoing, you acknowledge that all transfers (debits and credits) made through the Automated Clearing House network (“ACH”) will be subject to the NACHA Operating Rules and Guidelines (“NACHA Rules”).

d. Transferring Funds. The administrative tools on the Portal allows you to initiate and track several different kinds of transactions, including but not limited to the following:

• Funding the Group Account. This authorizes a transfer from your external bank account held at any US bank to an account at the Financial Institution. You will be required to enter the correct routing number and account number for your external bank account during setup. Upon a successful transfer, your Group Account will be credited with the amount you contributed to your Group Account. HCSO calculates and determines the Group Account amount to be transferred monthly, based on the number of Group Members and their respective Member Monthly Share Amounts. The funds transferred from your external bank account will then be allocated and transferred to your Group Members’ Member Monthly Share Accounts according to the allocation instructions established by HCSO and communicated in the monthly share notices prepared with respect to each Group Member.
• According to the procedures established by the Financial Institution, you do not transfer funds directly into the accounts held on behalf of the Group Members. Rather, the Financial Institution will establish a separate depository account (the Group Account) to receive the funds transferred from your external bank account. Once the funds are received in this account, the Financial Institution will move the funds directly or indirectly (as determined by the Financial Institution) to the ultimate account(s) held on behalf of the Group Members. The entire funding process may take several business days, and you acknowledge and agree that there will be a holding period for funds transferred from your external bank account and these funds will not be allocated to the Group Members’ Sharing Accounts until the funds clear and are actually received by the Financial Institution and settled to an account(s) for the benefit of the Group Members.

e. EFT Authorization. You hereby authorize HCSO, through Sharable, to initiate monthly withdrawals from your external bank account via ACH, in accordance with NACHA Rules, for the total Monthly Share Amounts of your Group Members in the aggregate, due at the time that the withdrawal is initiated. Your authorization for monthly withdrawals will also include any past due Monthly Share Amounts, together with related service fees. This authority will remain in full force and effect until (a) you terminate this authority through the Portal, (b) we receive notice from HCSO that you have terminated this authority, or (c) you cancel your Account.

f. Acknowledgement. You understand and agree that Sharable only provides a technology platform, information, management tools, and member support services for your Group Account and your Group Members’ Sharing Accounts on behalf of HCSO but is not involved in processing any payments or executing any fund transfers, other than to communicate your payment instructions to the Financial Institution. Sharable shall be entitled to rely on the instructions provided by you (or your Group Administrator) with respect to the allocation of Group Account funds. All payment transactions and inter-account fund transfers are processed by the Financial Institution or its service providers. Sharable will not be held liable for any errors involving payment transactions, fund transfers, or availability of funds caused by other parties. DO NOT ADDRESS ANY ISSUES OR CLAIMS RELATING TO PAYMENTS OR FUND TRANSFERS TO SHARABLE. RATHER, ALL SUCH ISSUES AND CLAIMS SHOULD BE ADDRESSED ONLY TO HCSO. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SHARABLE WILL HAVE NO LIABILITY WHATSOEVER FOR TRANSACTIONS AND TRANSFERS YOU (OR YOUR GROUP ADMINISTRATOR) REQUEST OR INITIATE OR INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION HCSO), UNLESS THE LOSS WAS DIRECTLY CAUSED BY SHARABLE’S ERROR. WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SHARABLE WILL NOT BE RESPONSIBLE FOR ANY TRANSACTION OR PROCESSING ERRORS CAUSED BY OTHER PARTIES, OR ANY RESULTING FEES, PENALTIES, OR COSTS, INCLUDING THOSE ISSUES THAT MAY ARISE FROM INACCURATE ACCOUNT INFORMATION, EXCEPT FOR ERRORS DIRECTLY CAUSED BY SHARABLE. WITHOUT LIMITING THE FOREGOING, SHARABLE WILL HAVE NO LIABILITY FOR ANY INCORRECT ALLOCATION OR TRANSFER OF FUNDS DUE TO ERRONEOUS INSTRUCTIONS PROVIDED TO SHARABLE, AND SPONSOR AGREES TO INDEMNIFY SHARABLE AGAINST ANY LOSSES INCURRED BY SHARABLE AS A RESULT OF SHARABLE CARRYING OUT YOUR (OR YOUR GROUP ADMINISTRATOR’S) ALLOCATION OR TRANSFER INSTRUCTIONS.

3. CONFIDENTIALITY; DATA SECURITY

a. Personal Data. By signing up for the Portal, you represent and warrant that your Group Members have expressly authorized us to receive certain information about them (which may include sensitive personal, financial, and/or health information) that you provide to us or that we obtain from third parties such as HCSO or others, and you represent and warrant that your Group Members have expressly authorized such third parties to disclose such information to us. In addition, you represent and warrant that your Group Members have expressly authorized us to share certain information about them (which may include sensitive personal, financial, or health information) to third parties (which may include HCSO, the Financial Institution, or medical providers, as applicable) based on your requests and instructions which you submit through the Portal, or otherwise as necessary to provide the Portal and related services to your Group Members.

b. Account Security. Your authorized users’ (including those authorized users of your Group Administrator) access to and use of the Portal and your Group Account and/or is personal to such authorized user and is not transferable to any other person or entity. Your use of the Portal and the Group Account is limited to lawful purposes and only for purposes approved by Sharable. You are solely responsible for your and your authorized users’ use of the Portal, the use of or access to your Group Account, and any unauthorized use of or access to the foregoing. We reserve the right to remove, reclaim, or change your credentials, or suspend or terminate your access to the Portal, at any time in our sole discretion, for example, if we believe there is any suspicious or unusual activity on your Group Account. If you become aware of any unauthorized use of your Group Account or your Portal credentials, or if you believe they may have been lost, stolen, compromised, or used without permission, please notify us immediately at the contact information listed below.

4. INTELLECTUAL PROPERTY

a. Ownership. The Portal and its content contain valuable intellectual property of Sharable and/or its suppliers, including patent rights, copyrights, trademarks, service marks, trade dress, and trade secrets. The content on this Portal is licensed, not sold or transferred, even if for convenience we use the terms “sale,” “purchase,” or similar terms. All rights not expressly granted in this Agreement are exclusively reserved to Sharable.

b. Third Parties. The Portal may include access to content created, owned, or controlled by third parties. The Portal may also link to third parties’ websites. While we may make these available to you, they are not under our control, and we are not responsible for their content nor do we guarantee their accuracy or availability to you. You understand that you bear all risk associated with such third-party content or websites, and that you may be required to agree to such third parties’ terms and conditions in order to use or access their content or websites. Accordingly, we encourage you to review the terms of use and privacy policies, if any, associated with third-party content or websites.

c. Restrictions. You may not access or use the Portal, related services and content, or third-party materials and services for any purpose other than that for which we make the same available to you, and in accordance with the applicable specifications, user manuals, and other documentation which we may provide to you from time to time. Without limiting the foregoing, you may not do any of the following, or permit any person to do any of the following: You may not: (1) modify, alter, reverse engineer, or create derivative works of the Portal or related services or content; (2) copy, download, distribute to third parties or publicly display the Portal or related services or content or use any portion thereof, except as expressly authorized; (3) remove, modify, or obscure any copyright, trademark, or other proprietary notice; (4) attempt to gain access to any portion of this Portal for which you do not have authorized access, interfere with or interrupt the operation of this Portal (including without limitation through denial of service attacks), or harm the Portal or any user thereof through hacking, data mining, the use of viruses or other malware, or any other means; or (5) otherwise use or access this Portal or related services or content, or any connected network, system, or database, in any way not authorized by this Agreement or in violation of any law.

d. Use of Submitted Information. For any information you submit to us using the Portal or communicate to us in any way (excluding your or your Group Members’ personal data and health information), you grant us an unrestricted nonexclusive, perpetual, royalty-free, revocable, worldwide right and license to use, reproduce, modify, adapt, translate, display, publish, transmit, and distribute such content in any form, medium, or technology now known or later developed, without further compensation, consideration, attribution, or notice. Under the terms of the contract between Sharable and HCSO, HCSO maintains sole ownership of and title to all data members input, store, or retrieve in connection with the use of the Portal. Without limiting the foregoing, Sharable shall be free to use suggestions, ideas or other feedback provided to it about the Portal in any manner and for any reason (including to incorporate same into future versions of the Portal), with no obligation of confidentiality or compensation and without restriction of any kind only if such information is de-identified in accordance with applicable privacy laws. Notwithstanding any other provision of this Agreement, Sharable may collect, retain, and use aggregate statistical data for development purposes, to improve the Portal, and for other analytic and business purposes, provided that such data will be in aggregate form only and will not be used to individually identify you or any Group Member.

5. LIABILITY

a. Indemnification. You agree that you remain responsible for the content that you submit or send using the Portal, including any funding or allocation instructions. You agree to defend and hold harmless Sharable and its affiliates, and their employees, contractors, directors, managers, and representatives, from and against any damages, losses, or costs (including reasonable attorneys’ fees), arising from or in connection with any nonparty’s claim, suit, or action arising out of or relating to your use or misuse of the Portal, your violation of any law in connection with the Portal, your funding or allocation instructions, or your breach of this Agreement.

b. Disclaimer of Warranty. THE PORTAL IS PROVIDED ON AN “AS IS” BASIS, AND SHARABLE AND ITS SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHARABLE AND ITS SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OF, AVAILABILITY, SUPPORT, OR PERFORMANCE WITH RESPECT TO THE USE OF THE PORTAL OR RELATED SERVICES OR CONTENT. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED HEREIN WILL NOT BE ENFORCEABLE.

c. Limitations and Exclusions of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SHARABLE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING FOR LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER SHARABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHARABLE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY HCSO TO SHARABLE IN CONNECTION WITH YOUR GROUP IN THE SIX MONTHS PRECEDING THE DATE IN WHICH THE CLAIM ARISES. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS WHETHER SHARABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. CHANGES TO THE PORTAL OR THIS AGREEMENT

a. The Portal and any of its features or content are subject to change at any time without notice to you. This Agreement may be revised at any time in Sharable sole discretion. The date of the latest revision or update will be indicated on this Agreement. If changes to this Agreement or policies are significant, we will make reasonable efforts to notify you of the modified terms. If you do not accept the modified Agreement terms or policies, we may terminate your access to the Portal, and if you continue to use the Portal after receiving notice, such use will constitute your acceptance of the modified Agreement terms or policies.

b. Sharable may suspend or terminate your access to the Portal (which may involve deactivation of your login credentials and/or removal or destruction of any or all data associated with your account) and/or your agreement with Sharable and this Agreement at any time if Sharable determines in its sole discretion that it has become unable to continue to provide the Portal or Group to you due to changes in applicable law, rules, or regulations, or due to a termination of Sharable’s contractual relationship with its licensors, services providers, and/or vendors, or due to Sharable’s determination, in its sole discretion, that your continued use of the Portal or the Group poses a risk to Sharable or its security or reputation. Sharable will make reasonable efforts to notify you of any such occurrence, but in no instance will Sharable have any liability for suspension or termination of services or access to the Portal or termination of the Group.

7. DISPUTE RESOLUTION

a. Legal Obligations. The Portal originates from the State of Florida, USA. Sharable makes no representation that any content will be available or legal in other countries. You agree to comply with all applicable laws governing your use of the Portal. You may not access, download, use or export materials posted to the Portal in violation of the export laws or regulations applicable to your or Sharable’s jurisdiction.

b. Florida Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to rules or principles regarding conflicts of laws. Except for binding arbitration or as expressly provided in this section, any action or proceeding arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in the State of Florida, Brevard County. Each party irrevocably consents and waives objection to personal jurisdiction and venue in, and agrees to service of process issued by, any such court in any such action or proceeding.

c. Arbitration. The parties to this agreement are Christians and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian church (see Matthew 18:15-20; 1 Corinthians 6:1-8). Therefore, the parties agree that any claim or dispute arising from or related to this agreement shall be settled by biblically-based mediation and, if necessary, legally binding arbitration conducted in accordance with Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker Ministries (www.peacemaker.net). Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.

d. Equitable Relief. Notwithstanding the above arbitration provision, each party retains the right to seek injunctive or other equitable relief from any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to rules or principles regarding conflicts of laws.

8. GENERAL

a. This Agreement, including attachments and other documents referenced herein, constitutes the final, complete, and exclusive agreement of the parties relating to the use of the Portal and related content and services and supersedes and merges all prior discussions between the parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that all other provisions shall otherwise remain in full force and effect and enforceable. The parties are independent contractors; nothing herein will be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. No failure or delay on the part of Sharable in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. You may not assign or delegate your rights or duties under this Agreement without Sharable’s express prior written consent. Sharable may assign or delegate its rights or duties under this Agreement in its sole discretion. Subject to the foregoing, this Agreement shall inure to the benefit of each party’s permitted successors and assigns. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity. Your obligations under this Agreement will survive any termination of this Agreement.

b. All communications and notices made to Sharable under this Agreement shall be in writing, delivered in person or by mail courier, return receipt requested, addressed to Sharable’s addresses set forth below. Notices by Sharable relating to the Portal or your Group Account may be sent to you via email at the email address associated with your account or made available through the Portal or otherwise electronically through Sharable’s normal user communications channels.

9. E-SIGN CONSENT

By checking the “Accept” box, typing your name and selecting the "Submit" button, you are signing this Agreement and others accepted in a similar fashion electronically (an “electronic signature”). You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "Submit" or otherwise providing your electronic signature to this Agreement, you consent to be legally bound by this Agreement's terms and conditions. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature or any resulting contract between you, HCSO, and/or Sharable. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement.
To obtain electronic services and communications, indicate your consent to the terms and conditions of this Agreement by clicking on the "Submit" button.
It is recommended that you print a copy of this Agreement for future reference.