Terms and Conditions

1. Agreement and Acceptance

These Terms and Conditions are a binding agreement between Kinney Health Compliance, a Minnesota business located at 15141 Cherry Ln, Burnsville, MN 55306 (“KHC,” “we,” “us,” or “our”), and the person or organization that accesses or uses the Services (“Customer,” “you,” or “your”). These Terms govern your use of the Cafeteria Plan Generator and the related website, account features, document-generation tools, compliance-support resources, subscriptions, credits, downloads, and services made available through https://kinneyhealth.com (collectively, the “Services”).

By creating an account, placing an order, clicking to accept these Terms, or accessing or using the Services, you agree to these Terms. Our Privacy Policy and Cookie Policy explain how we handle personal information and use cookies and similar technologies. If you use the Services for an employer or another organization, you represent that you have authority to bind that organization, and “Customer” includes that organization. If you do not agree to these Terms or lack that authority, do not use the Services.

You must be at least 18 years old to create an account or use the Services. The Services are offered for business use by employers and other eligible organizations and their authorized representatives, not for personal, family, or household use.

A quote, order form, invoice, statement of work, procurement addendum, or other written agreement signed or expressly accepted by both parties may contain additional terms. If a conflict exists, the signed or mutually accepted agreement controls for the subject it addresses, followed by these Terms.

2. The Services

KHC provides a web-based document-generation and compliance-support service that helps eligible employers prepare, maintain, and update cafeteria plan documents using information supplied by the Customer. Depending on the product purchased, the Services may include guided questions, document-generation tools, downloadable Word or PDF files, educational content, plan credits, amendment or update resources, account features, and access made available through an employer, association, consortium, or other organization.

The Services and generated documents are designed as administrative and educational tools. They are not a law firm, legal service, tax adviser, accounting service, insurance broker, benefits administrator, plan administrator, fiduciary, or substitute for advice from qualified professionals. KHC does not provide legal, tax, accounting, actuarial, medical, investment, or other professional advice. Use of the Services does not create an attorney-client, fiduciary, professional-adviser, agency, partnership, or employment relationship.

Laws, regulations, agency guidance, and Customer circumstances can change and may be interpreted differently. The Services do not guarantee that a cafeteria plan or any related action will comply with every law, collective bargaining obligation, contract, benefit arrangement, or Customer-specific requirement. Customer should consult qualified legal, tax, benefits, payroll, and other advisers as appropriate.

Generated documents reflect the Customer inputs and the Service content available when the documents are generated. Later legal, regulatory, factual, organizational, or benefit changes are not automatically incorporated into an existing document. Updates are available only to the extent included in the Customer’s current access or separately purchased service.

Accepting these Terms, completing the online workflow, or downloading a document does not adopt, approve, sign, execute, distribute, or put a cafeteria plan into effect. Those actions remain the Customer’s responsibility.

3. Accounts and Authorized Users

Customer must provide accurate, current, and complete account and billing information and keep it updated. Customer is responsible for safeguarding account credentials, restricting access to authorized personnel, and all activity conducted through its account. Each user’s credentials are personal to that authorized user and may not be shared with another person. Customer may provide separate authorized access to its employees, officers, professional advisers, and contractors only as permitted by the purchased access.

Customer must notify KHC promptly at info@kinneyhealth.com if it suspects unauthorized access, compromised credentials, or inaccurate account information. KHC may require reasonable verification before changing account ownership, releasing records, or assisting with access.

Administrators designated by Customer may manage the account and may be able to view, change, generate, download, or delete Customer materials. Customer is responsible for selecting its administrators, defining their authority, removing access when no longer appropriate, and ensuring that all authorized users comply with these Terms. A Customer may not misrepresent its identity, affiliation, authority, eligibility, or entitlement to access.

4. Customer Responsibilities

Customer is solely responsible for its decisions and for the accuracy, completeness, consistency, and lawful use of information submitted to the Services. Customer will:

• determine whether the Services and each selected plan feature are appropriate for its organization;
• provide accurate and complete organizational, plan, eligibility, benefit, and administrative information;
• review all inputs, calculations, selections, generated text, dates, definitions, exhibits, and documents before use;
• resolve warnings, incomplete fields, conflicting answers, and apparent errors rather than relying on an output known or reasonably suspected to be inaccurate;
• obtain legal, tax, benefits, payroll, accounting, collective-bargaining, or other professional review when appropriate;
• complete all approvals, resolutions, signatures, adoption steps, participant notices, summaries, elections, payroll configuration, filings, testing, distribution, recordkeeping, and plan administration required for its organization;
• coordinate the generated documents with its insurance policies, benefit contracts, payroll practices, employee communications, existing plan documents, and other governing materials;
• monitor and address later changes in law, guidance, ownership, workforce, benefits, vendors, or organizational facts; and
• use the Services and generated documents only for lawful organizational and compliance purposes.

KHC is not responsible for consequences caused by inaccurate, incomplete, outdated, inconsistent, or improperly entered information; Customer’s failure to review or formally adopt a document; modifications made outside the Services; or Customer’s implementation or administration of a plan.

5. KHC Intellectual Property and Service License

KHC and its licensors own the Services and all related software, workflows, databases, interfaces, designs, text, graphics, educational materials, question structures, selection logic, templates, clauses, compilations, methodologies, know-how, trademarks, and other content, together with all improvements and derivative works of them (“KHC Materials”). Except for the limited rights expressly granted in these Terms, KHC reserves all rights in the KHC Materials.

During Customer’s authorized access period and subject to payment and compliance with these Terms, KHC grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right to access and use the Services for Customer’s internal business and compliance purposes. Customer may permit its employees, officers, professional advisers, and contractors to use the Services on its behalf if they are authorized, have a need to use them, and remain subject to Customer’s responsibility and these Terms.

Customer may not copy, sell, lease, sublicense, publish, distribute, disclose, provide as a service bureau, commercially exploit, reverse engineer, decompile, disassemble, scrape, crawl, frame, mirror, or attempt to discover the source code, nonpublic logic, or underlying structure of the Services. Customer may not remove proprietary notices, bypass technical or access controls, use the Services to create or improve a competing product, or systematically extract KHC Materials or outputs to build a template library, dataset, or automated service.

6. Generated Documents

After Customer pays all applicable charges, KHC grants Customer a perpetual, nonexclusive, worldwide, royalty-free license to use, reproduce, edit, store, print, execute, distribute, and provide to its employees, participants, governing body, professional advisers, auditors, regulators, insurers, service providers, and other appropriate recipients each document generated for that Customer (“Generated Document”), solely for Customer’s organizational, benefits, administrative, and compliance purposes.

This license allows Customer to maintain its plan records and continue using a properly paid Generated Document after a subscription or account ends. It does not transfer ownership of KHC Materials embedded in or used to create the Generated Document, authorize resale or relicensing of a document or template as a standalone product, or permit use for unrelated organizations. Because Generated Documents are based on reusable templates and standardized rules, other customers’ documents may contain similar or identical language, and Customer receives no exclusive right in that language.

Customer retains its rights in the facts, names, selections, and other Customer Data included in a Generated Document. Customer is responsible for any edits made after generation and should preserve an authoritative copy of each formally adopted document and related approval records.

7. Customer Data and Confidentiality

“Customer Data” means information submitted to the Services by or for Customer, including account information, organizational facts, plan-design selections, administrative contacts, and Customer-specific document content. Customer retains its rights in Customer Data and represents that it has all rights and authority needed to provide and use that data as contemplated by these Terms.

Customer grants KHC and its service providers a nonexclusive right to host, copy, transmit, process, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, support, maintain, improve, and administer the Services; prevent fraud or misuse; process transactions; comply with law; and enforce these Terms. KHC’s handling of personal information is also governed by its Privacy Policy.

Each party will use reasonable care to protect the other party’s nonpublic information disclosed in connection with the Services and will use it only to perform or exercise rights under the parties’ agreement. These confidentiality duties do not apply to information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from another source without a duty of confidentiality, or is independently developed without use of the disclosing party’s confidential information.

A party may disclose confidential information when required by law, subpoena, court order, public-records requirement, or governmental demand. When legally permitted, it will provide reasonable notice so the other party may seek protection. KHC may use information that has been aggregated or de-identified so that it does not identify Customer or an individual, subject to applicable law.

If Customer voluntarily provides product suggestions or feedback, Customer grants KHC a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation. This feedback license does not apply to Customer Data, confidential plan information, or Generated Documents.

8. Prohibited Sensitive Data

The Services are designed to generate employer-level plan documents and do not require or permit Customer to submit information about individual employees, participants, patients, beneficiaries, or claimants. Customer must not enter, upload, paste, transmit, or include in the Services:

• Social Security numbers, taxpayer identification numbers, driver’s license numbers, passport numbers, or other government identifiers;
• protected health information or other individually identifiable health or medical information;
• medical diagnoses, treatments, prescriptions, disability information, genetic information, claims, explanations of benefits, or health-plan utilization data;
• individual benefit elections, reimbursement requests, account balances, payroll deductions, dependent details, or participant-level enrollment information;
• full payment-card numbers, card security codes, bank-account credentials, passwords, authentication secrets, or private keys;
• biometric identifiers, precise geolocation, criminal-history information, or other sensitive personal information not expressly requested by the Services; or
• any information whose submission would cause KHC to become a business associate under HIPAA or subject the Services to obligations not expressly accepted by KHC in a signed agreement.

Customer should use business contact information and employer-level facts only. Customer must not place prohibited data in free-text fields, support messages, uploaded files, or any optional artificial-intelligence feature. If Customer submits prohibited data, Customer must notify KHC promptly and cooperate in its secure removal. KHC may remove the data, restrict the affected feature, or suspend access as reasonably necessary.

9. Prohibited Uses

Customer may not use the Services to:

• violate any law, regulation, court order, contract, intellectual-property right, privacy right, or confidentiality duty;
• impersonate another person or organization, misstate authority, create an account through false pretenses, or obtain access to a plan or organization without authorization;
• submit malicious code, interfere with operations, probe or test vulnerabilities without written authorization, evade rate limits, defeat security measures, or gain unauthorized access to systems or data;
• send spam, phishing messages, deceptive communications, or unlawful content;
• use automated means to extract, index, train on, or reproduce KHC Materials or large volumes of Generated Documents except through an interface expressly provided for Customer’s permitted use;
• share, resell, transfer, or misuse credits, discount codes, association access codes, subscription rights, or account credentials;
• use outputs without reasonable review, knowingly provide false information, or represent that KHC approved, adopted, certified, audited, or guaranteed Customer’s plan; or
• assist another person in doing any prohibited act.

10. Orders, Fees, and Payment

Prices, included features, quantities, and access periods are those shown at checkout or in the applicable quote, order, invoice, or written agreement. Fees are stated and payable in U.S. dollars unless the order states otherwise. Customer will pay all applicable fees and legally imposed taxes, except taxes based on KHC’s net income. Customer must provide accurate billing information and promptly update it.

Online payments are processed by Stripe or another identified payment processor. The processor, not KHC, receives and handles full payment-card or bank credentials under its own terms and privacy practices. Customer authorizes KHC and the processor to charge the selected payment method for the order, recurring fees, taxes, and other disclosed charges. KHC does not intentionally store full payment-card numbers or card security codes.

For separately invoiced arrangements, payment is due as stated on the invoice or order. Customer is responsible for purchase orders, internal approvals, and similar administrative requirements, but those processes do not alter an agreed payment obligation unless KHC accepts the change in writing. KHC may correct pricing, description, or billing errors and may reject or cancel an order before access is provided. If KHC cancels a paid order before providing the purchased access, KHC will return the affected amount.

Failed, declined, disputed, reversed, or overdue payments may result in withheld delivery, reversal of unused credits, suspension of access, cancellation, or collection activity. Customer will reimburse reasonable collection costs to the extent permitted by law. Customer must contact KHC before initiating a payment dispute so the parties can attempt to resolve a billing error. Nothing in this paragraph limits a right that cannot lawfully be waived.

11. Plan Credits and Bundles

Certain purchases provide one or more plan credits. Unless the offer states otherwise, one plan credit permits creation of one plan through the document-generation workflow. A bundle is a purchase of multiple plan credits or related access on the terms displayed for that bundle.

Credits are account-based contractual rights to use the Services. They are not money, stored value, gift cards, securities, or property; have no cash value; do not earn interest; and may not be sold, transferred, exchanged, pooled, or redeemed for cash. A credit is consumed when the Service creates the associated plan record or otherwise indicates that plan creation is complete, even if Customer later abandons, replaces, or does not adopt the Generated Document.

KHC will add a paid credit after payment is successfully completed. Pending, failed, refunded, charged-back, or reversed transactions do not create a right to a credit. If a transaction is later refunded, reversed, or found invalid, KHC may remove an unused credit associated with that transaction. If the credit has already been used, KHC may review the account and take reasonable corrective action, but KHC will not automatically revoke an adopted plan solely because a credit reversal cannot be applied to the unused balance.

Any expiration, product limitations, or included update rights for credits will be disclosed in the applicable offer or agreement. Unless expressly included, purchase of a plan credit does not include an ongoing compliance subscription, future amendments, or automatic updates.

12. Organizational and MHC Access

KHC may provide access through an employer group, association, consortium, sponsor, or other organization, including Minnesota Health Consortium (“MHC Access”). Eligibility, included services, duration, number of permitted plans, and compliance-update rights are determined by KHC’s agreement with the sponsoring organization and the applicable access offer.

An access or coupon code is limited to its intended eligible recipient, may be single-use, and may not be sold, transferred, published, or used to create duplicate or unauthorized memberships. KHC may verify eligibility and reject, disable, or revoke a code obtained or used improperly. Organizational access may bypass ordinary plan-credit requirements if the applicable arrangement expressly provides unlimited or bundled plan creation; it does not create a cash credit balance.

If organizational access includes compliance services, those services apply only during the applicable access period and on the agreed scope. Customer may need to cancel automatic renewal of an overlapping retail subscription before activating organizational access. KHC will not cancel or change a paid subscription without Customer’s authorization except as allowed by these Terms.

The sponsoring organization’s payment or distribution of access does not make it KHC’s agent, create rights beyond its agreement with KHC, or guarantee continued sponsorship. If the sponsoring arrangement ends, Customer may retain rights in fully paid Generated Documents but must separately purchase any future access or updates not otherwise provided.

13. Subscriptions and Automatic Renewal

Online subscriptions purchased by card are annual unless the checkout page expressly states a different period. They automatically renew for successive periods of the same length until canceled. Customer authorizes KHC and its payment processor to charge the then-current subscription fee and applicable taxes to the payment method on file at each renewal without a separate approval, subject to notices required by law.

KHC may change subscription fees or included features for a future renewal period by providing reasonable advance notice. A fee change does not apply to the already paid current period. If Customer does not agree to the change, its remedy is to cancel before the renewal date.

Customer may cancel automatic renewal through the available account controls or by contacting info@kinneyhealth.com. Cancellation stops future renewal charges but ordinarily does not end access or provide a refund for the current paid period. Customer should cancel before the renewal date and retain confirmation. Deleting an account, ceasing use, removing a payment method, or allowing a card to expire does not by itself cancel a subscription.

Separately invoiced, offline, purchase-order, or custom arrangements do not automatically renew unless the applicable invoice, order, or signed agreement expressly states that they renew. Renewal of those arrangements requires the process stated in the applicable agreement.

14. Cancellations, Refunds, and Corrections

Except as expressly stated in an order or required by law, fees for a plan credit or Generated Document are nonrefundable after the credit has been used or the document has been generated. Subscription fees are nonrefundable after the applicable paid period begins, and KHC does not provide prorated refunds for unused time or features. A Customer’s decision not to adopt a Generated Document, changes in personnel or benefits, or failure to cancel before renewal does not create a right to a refund.

If Customer believes it was charged twice, charged after a timely cancellation, denied purchased access because of a Service error, or received a materially defective file, Customer should contact info@kinneyhealth.com promptly with the account email, transaction information, and a description of the issue. KHC may verify the issue and, as appropriate, correct the charge, restore access, regenerate the file, replace the affected credit, issue an account credit, or provide a refund.

A correction or replacement is Customer’s exclusive remedy for typographical, technical, or formatting errors in a Generated Document that are attributable to the Services and reported while Customer has applicable access, unless another remedy is required by law. This does not cover errors resulting from Customer Data, Customer selections, external edits, incompatible third-party software, or later changes in law or circumstances.

Approved refunds are returned through the original payment method when practicable. Refund timing is affected by the payment processor and financial institutions. KHC may condition a discretionary refund on cancellation of the related access and may reverse unused credits or subscription rights associated with the refunded amount.

15. Optional Artificial-Intelligence Features

Designated CPG pages may display an optional chat assistant provided through the AI Puffer WordPress plugin. Customer is not required to use the assistant to access the core document-generation workflow.

When Customer uses the assistant, Anthropic’s Claude service processes the prompt and relevant context to generate the main chat response. The assistant also uses an OpenAI vector knowledge base to store and index KHC reference materials and retrieve information relevant to the question. Query content or search terms may be processed by OpenAI for that retrieval, and the retrieved material may be included in the context sent to Claude. The assistant does not intentionally place Customer-specific plan records into the shared knowledge base.

Customer must not submit prohibited sensitive data, confidential information not needed for the request, or content it lacks authority to disclose. Artificial-intelligence responses may be incomplete, inaccurate, outdated, biased, or unsuitable. They are informational drafts only, are not professional advice, and must be independently reviewed. Customer remains responsible for all decisions, submissions, and uses of a response.

16. Third-Party Services

The Services may interoperate with or link to third-party services, including payment processing, hosting, account management, analytics, document conversion, email, security, and artificial-intelligence providers. Third-party services are governed by their own terms and privacy practices, and KHC does not control them.

WordPress.com and Jetpack may provide site statistics, security, backup, and performance information as part of the hosted website service. The MonsterInsights plugin is installed, but Google Analytics is not currently configured through it and no MonsterInsights Google Analytics tracking code is currently set. KHC does not intend to enable Google Analytics advertising features unless its disclosures and cookie controls are updated first.

KHC is not responsible for third-party products, services, content, availability, security, or acts, except to the extent responsibility cannot be excluded by law. Customer authorizes KHC to exchange information with a third-party service when Customer directs an integration or when reasonably necessary to provide a purchased feature. KHC may replace, modify, or discontinue a third-party provider or integration.

Links are provided for convenience and do not imply endorsement. Customer is responsible for obtaining and complying with any third-party licenses needed to open, edit, sign, store, distribute, or administer Generated Documents.

17. Service Availability and Changes

KHC will use commercially reasonable efforts to provide the Services but does not promise uninterrupted or error-free operation. Access may be affected by maintenance, updates, internet or utility failures, third-party providers, security events, capacity limits, legal requirements, force majeure events, or other circumstances outside KHC’s reasonable control.

KHC may improve, update, add, remove, or discontinue features and content. KHC will not materially reduce a paid core Service during the current paid period without a reasonable substitute, credit, or refund for the affected unavailable portion, unless the change is required for security, legal compliance, prevention of harm, or circumstances outside KHC’s reasonable control.

Customer is responsible for compatible devices, software, internet access, and timely downloading and preserving its records. KHC does not promise that a particular third-party file format or application will remain compatible indefinitely.

18. Suspension, Termination, and Records

These Terms begin when Customer first accepts them or uses the Services and continue while Customer uses the Services or has an active account, order, or subscription. Customer may stop using the Services at any time, subject to payment obligations and subscription-cancellation procedures.

KHC may suspend or restrict access immediately when reasonably necessary to address a security risk, prohibited sensitive data, unlawful conduct, misuse, nonpayment, a payment reversal, compromised credentials, infringement, harm to the Services or others, or a material breach. When practicable, KHC will provide notice and an opportunity to cure. KHC may terminate access if the issue is not cured, cannot be cured, or presents material risk.

Upon expiration or termination, Customer’s right to use the online Services ends, except for rights expressly stated to continue. Customer remains responsible for charges incurred before termination. The licenses for fully paid Generated Documents continue, but access to online copies, update services, or account features may end.

Customer should download and retain Generated Documents, adoption materials, payment records, and other records needed for legal or business purposes. Following termination, KHC may retain or delete information in accordance with its Privacy Policy, backup practices, contractual duties, and legal, tax, accounting, fraud-prevention, dispute, audit, and public-record obligations. KHC does not promise any specific post-termination storage period unless stated in a signed agreement.

Sections that by their nature should survive will survive expiration or termination, including provisions addressing payment, intellectual property, Generated Documents, confidentiality, disclaimers, limitation of liability, indemnification, disputes, and general terms.

19. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, KHC MATERIALS, GENERATED DOCUMENTS, AND ALL RELATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KHC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND RESULTS.

KHC DOES NOT WARRANT THAT THE SERVICES OR GENERATED DOCUMENTS WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, CURRENT, OR SUITABLE FOR EVERY CUSTOMER; THAT EVERY LEGAL OR TAX REQUIREMENT WILL BE IDENTIFIED; THAT A GOVERNMENT AGENCY, COURT, AUDITOR, INSURER, OR OTHER PARTY WILL ACCEPT A DOCUMENT OR POSITION; OR THAT USE OF THE SERVICES WILL PREVENT PENALTIES, DISPUTES, LOSSES, OR COMPLIANCE FAILURES.

NO ORAL OR WRITTEN INFORMATION FROM KHC CREATES A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CUSTOMER ASSUMES RESPONSIBILITY FOR REVIEWING, ADOPTING, IMPLEMENTING, AND ADMINISTERING ITS PLAN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO THOSE DISCLAIMERS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KHC AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, BUSINESS, OPPORTUNITY, OR GOODWILL; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR PENALTIES, TAXES, BENEFIT CLAIMS, OR PLAN LOSSES ARISING FROM CUSTOMER’S ADOPTION, IMPLEMENTATION, OR ADMINISTRATION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KHC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND ALL RELATED ORDERS WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO KHC FOR THE SERVICES GIVING RISE TO THE CLAIM.

The exclusions and cap apply to all theories of liability, including contract, warranty, tort, negligence, strict liability, statute, restitution, and otherwise, and apply even if a remedy fails of its essential purpose. They do not limit payment obligations or liability that cannot lawfully be limited or excluded. The parties agree that the pricing and allocation of risk reflected in these Terms are material to KHC’s provision of the Services.

21. Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless KHC and its owners, officers, employees, contractors, and licensors from third-party claims, demands, proceedings, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer Data or Customer’s lack of rights or authority to provide it;
• Customer’s breach of these Terms or violation of law or third-party rights;
• Customer’s prohibited use, submission of prohibited sensitive data, or unauthorized access;
• Customer’s modification, adoption, implementation, communication, or administration of a Generated Document or benefit plan; or
• acts or omissions of Customer’s authorized users, administrators, advisers, contractors, or service providers.

KHC will provide reasonable notice of an indemnified claim, permit Customer to control the defense with qualified counsel, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a way that admits fault by KHC, imposes obligations on KHC, or fails to provide KHC a complete release without KHC’s prior written consent. KHC may participate with counsel at its own expense.

For a government or public-entity Customer, this section applies only to the extent authorized by applicable law and does not require an unauthorized indemnity, assumption of liability, appropriation, or waiver of immunity or statutory protection.

22. Governing Law and Informal Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below when applicable.

Before filing arbitration or a lawsuit, a party must send the other a written notice describing the dispute, relevant facts, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt. Notices to KHC must be sent to info@kinneyhealth.com and 15141 Cherry Ln, Burnsville, MN 55306. This informal process does not prevent a party from seeking urgent temporary relief or taking action needed to preserve a claim.

23. Arbitration and Court Proceedings

Except for a dispute eligible for small-claims court, a request for temporary or preliminary injunctive relief, an action to protect or enforce intellectual-property rights, or a matter that cannot lawfully be arbitrated, any unresolved dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules. The arbitration will be heard by one neutral arbitrator. It may be conducted by video, telephone, document submission, or at a location in Minnesota reasonably agreed by the parties.

The arbitrator may award any relief available in court on an individual claim but may not alter these Terms or award relief for persons who are not parties. Judgment on the award may be entered in any court with jurisdiction. The parties will share administrative and arbitrator fees as provided by the AAA rules, except that KHC will pay fees it is required to pay for this clause to be enforceable. Each party bears its own attorneys’ fees unless a law, rule, or contract authorizes an award.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WILL BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not combine claims of different customers without all parties’ written consent.

If the arbitration requirement is held unenforceable for a particular claim or Customer, that claim may proceed in a Minnesota state or federal court with subject-matter jurisdiction, and each party consents to personal jurisdiction and venue there to the extent legally permitted. If only the class or representative-action restriction is unenforceable, the affected class or representative claim must be litigated in court and the individual claims will be arbitrated where permitted.

The arbitration requirement, venue consent, jury waiver, and class-action restriction do not apply to a government or public-entity Customer to the extent prohibited or unauthorized by applicable law. A signed procurement addendum or other controlling agreement may establish a different lawful dispute process.

24. Electronic Communications and Signatures

Customer consents to conduct transactions electronically and to receive agreements, notices, invoices, renewal information, disclosures, and other communications by email, through the account, or by posting within the Services. Electronic communications satisfy requirements that a communication be in writing to the extent permitted by law.

Customer is responsible for maintaining a current monitored email address and for retaining copies of communications. Customer may withdraw consent to electronic communications by contacting KHC, but withdrawal may require closure of the online account if electronic delivery is necessary to provide the Services.

Clicks, typed names, electronic acceptance records, and electronic signatures may be used to establish assent and have the same effect as handwritten signatures to the extent permitted by law. This provision concerns transactions with KHC. It does not itself sign, adopt, approve, or execute a Generated Document on Customer’s behalf.

25. Changes to These Terms

KHC may update these Terms to reflect changes in the Services, business practices, law, security needs, or third-party services. KHC will post the revised Terms with a new last-updated date. For a material change affecting an active paid Service, KHC will provide reasonable advance notice by email, account notice, or another reasonable method unless immediate change is needed for legal, security, or abuse-prevention reasons.

A material change will apply prospectively on its stated effective date. Customer’s continued use after that date constitutes acceptance. If Customer does not agree, it must stop using the affected Services and cancel future renewal. Changes do not retroactively alter a claim that arose before the effective date or override a signed agreement except as that agreement permits.

26. Government and Public-Entity Customers

If Customer is a federal, state, local, tribal, educational, or other government or public entity, these Terms apply only to the extent consistent with laws governing that entity. Nothing in these Terms requires a public entity to:

• provide an indemnity, pay attorneys’ fees, assume liability, or make an appropriation beyond authority granted by law;
• waive sovereign, governmental, official, qualified, statutory, or other immunity, defense, limitation of liability, or damages cap;
• agree to binding arbitration, a jury waiver, a class-action waiver, governing law, or venue that it lacks authority to accept;
• keep information confidential in violation of public-records, open-meetings, data-practices, audit, retention, or disclosure laws; or
• make a payment or commitment contrary to applicable budgeting, procurement, competitive-bidding, or fiscal requirements.

Applicable public-records and data-practices duties remain in effect. Customer is responsible for identifying legal requirements specific to it and for notifying KHC of a public-record request concerning records held by KHC for Customer when coordination is legally appropriate.

The parties will interpret these Terms to preserve enforceability while respecting mandatory public law. A signed procurement addendum, order, data agreement, or other written agreement expressly addressing public-entity requirements controls over conflicting provisions of these Terms.

27. General Terms

These Terms, the Privacy Policy, and applicable accepted orders or signed agreements constitute the entire agreement regarding the Services and replace prior or contemporaneous proposals and communications on the same subject. Headings are for convenience only. “Including” means “including without limitation.”

If any provision is unenforceable, it will be modified only to the minimum extent needed to make it enforceable or, if modification is not possible, severed. The remaining provisions remain effective. A failure or delay to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

Customer may not assign or transfer these Terms, an account, or access rights without KHC’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets if the successor assumes Customer’s obligations and is not a direct competitor of KHC. KHC may assign these Terms in connection with a merger, reorganization, financing, sale of assets, or transfer of the Services. Any prohibited assignment is void.

KHC is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil disturbance, labor disruption, utility or internet outage, government action, provider failure, or cyberattack, provided KHC uses reasonable efforts to mitigate the effect.

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, agency, fiduciary, employment, or exclusive relationship. No third party is a beneficiary of these Terms.

28. Contact

Questions, legal notices, billing concerns, cancellation requests, and support requests may be directed to:

Kinney Health Compliance

15141 Cherry Ln

Burnsville, MN 55306

United States

Email: info@kinneyhealth.com

Phone: (+1) 612-735-7705

Website: https://kinneyhealth.com