W3LL Broker Agency Cloud Terms of Service

(Effective Date: November 20, 2025)

1. INTRODUCTION

These W3LL Broker Agency Cloud Terms of Service (“TOS”) govern the relationship between Welltheos LLC d/b/a W3LL (“W3LL, “we”, “us”, “our”) and each individual broker or agent (“User”, “you”, “your”) who accesses the W3LL Broker Agency Cloud platform (the “Platform”).

By accessing or using the Platform you (i) acknowledge that you have read, understood, and agree to be bound by these TOS, the W3LL Privacy Policy, the BAA, any Order Form, and any other policies, rules or guidelines incorporated by reference; and (ii) represent that you have the authority to bind any entity you represent.

If you do not agree, you must immediately cease all use of the Platform.

2. DEFINITIONS

Account: Your user profile, login name, password, and any other credentials used to access the Platform.

Applicable Law: All federal, state, local, and foreign laws, regulations, and court decisions that may apply to your use of the Platform.

Consumer Consent: The documented, lawful permission a consumer must give before you submit an enrollment, application, or “ready‑to‑sell” request on the consumer’s behalf.

Feedback: Any suggestions, comments, ideas, or improvements you voluntarily provide to W3LL concerning the Platform.
 
Force Majeure Event: An event beyond a party’s reasonable control, including but not limited to, acts of God, war, terrorism, civil unrest, labor disputes, epidemic, pandemic, or governmental action.
 
Law: Any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal, of competent jurisdiction.
 
Marketplace: The Federally-Facilitated Marketplace for purchase of Affordable Care Act compliant health plans.
 
Order Form: Any written or electronic agreement (including electronic signatures) that specifies the particular services, fees, term, and any additional conditions applicable to a paid feature.
 
PHI: “Protected Health Information” as defined in 45 C.F.R. § 164.502
 
PII: “Personally Identifiable Information” as defined under applicable privacy law (e.g., HIPAA, GLBA, state statutes).
 
Platform: The suite of web‑based services, APIs, data, documentation and related software made available by W3LL at W3LL.com (including any future upgrades or replacements).

3. LICENSE TO USE THE PLATFORM

  1. Grant. Subject to full compliance with these TOS, W3LL grants you a limited, non‑exclusive, non‑transferable, non‑assignable, revocable right to access and use the Platform solely for the purpose of enrolling individuals in health insurance coverage in the Marketplace, and any other purpose set forth in an applicable Order Form.
  2. Restrictions. You may not: (a) copy, modify, distribute, create derivative works of, de‑compile, reverse‑engineer, or otherwise exploit the Platform or its underlying code except as expressly permitted; (b) use any W3LL trademark, logo, or service mark without prior written consent; (c) sell, lease, sublicense, or otherwise commercialize the Platform in a manner inconsistent with these TOS; (d) access the Platform using automated tools (scrapers, bots, spiders, crawlers) without our written approval; (e) use the Platform for any prohibited purpose as set forth in Section 7.1 hereof; or (f) embed the Platform within an iFrame or any other framing technology without our written consent.
  3. Term. Your right to access and use the Platform begins on the date the Platform is made available to you and continues for the term set forth in the applicable Order Form (or indefinitely for the free service) unless earlier terminated in accordance with Section 22.

4. FREE‑OF‑CHARGE USE

  1. No Fees. Use of the W3LL Broker Agency Cloud Platform is presently free of charge. No invoicing, taxes, or payment mechanisms apply to the base service.
  2. Future Paid Features. W3LL may, from time to time, offer optional paid features or premium services. Such features will be made available only under a separate written Order Form that will expressly set forth any fees, payment terms, and billing methods. Acceptance of an Order Form will be required before any charges are incurred.
  3. Taxes (if fees ever apply). Any future fees will be invoiced exclusive of all applicable taxes, duties, or governmental assessments. The User will be responsible for payment of any applicable taxes.

(All references to “fees,” “invoicing,” or “payment” elsewhere in these TOS now relate solely to future paid features covered by an Order Form).

5. CREATION & USE OF ACCOUNT

  1. Self‑Service Registration. Any individual who holds a valid insurance-producer license and has at least one current carrier appointment may register directly on the Platform.
  2. License & Appointment Verification.
    • Upon registration, W3LL will query the National Insurance Producer Registry (“NIPR”) to confirm your license status and carrier appointments.
    • Access to the Platform may be granted only after successful verification.
    • W3LL may re-verify this information periodically (e.g., every 30 days). If verification fails, your account will be suspended until you provide updated, verifiable documentation. Persistent failure may result in permanent termination (see Section 22).
  3. Account Credentials. You are solely responsible for maintaining the confidentiality of your username, password, and any other credentials. You must immediately notify W3LL of any unauthorized use. W3LL shall not be liable for any loss or damage arising from the unauthorized use of your credentials.
  4. Prohibited Access. You may not: (a) attempt to gain unauthorized access to data, servers, or accounts; (b) probe, scan, or test the vulnerability of any system without authorization; or (c) use any device, software, or action to interfere with the proper operation of the Platform.
  5. Automated Access. Use of any scraper, crawler, spider, robot, or other automated means to access or copy data on the Platform is strictly prohibited unless you have obtained prior written permission from W3LL.
  6. Account Deactivation. W3LL may, at its sole discretion and without liability to you, deactivate or reset your credentials.

6. CONSUMER CONSENT

  1. Before you submit any enrollment or application on a consumer’s behalf, you must obtain lawful, documented consent from the consumer.
  2. Content of Consent. The consent documentation must include, at a minimum:
    1. a clear statement that the consumer authorizes you to act on the consumer’s behalf for enrollment in a Marketplace health‑insurance plan;
    2. the purpose, scope, and duration of the consent;
    3. the date the consent was given;
    4. the consumer’s name (or that of an authorized representative);
    5. your name, National Producer Number (“NPN”) and any carrier‑specific writing numbers used; and
    6. the process by which the consumer may revoke the consent.
  3. You shall retain the original consent documentation for ten (10) years after the date of the associated enrollment or application.
  4. Use of Documentation. You authorize W3LL to access, store, and disclose the consent documentation to insurance carriers, CMS, or governmental regulators as necessary for fraud‑prevention, compliance, or audit purposes.
  5. Failure to obtain or retain the required consent will be deemed a material breach of these TOS and may result in immediate suspension or termination of your account (see Section 22).

7. ACCEPTABLE USE

You may use the Platform only for lawful purposes and in accordance with these TOS, as set forth below.
7.1 Prohibited Conduct
  • You may not, through or associated with your usage of the Platform, engage in the following conduct: Violate any federal or state law governing the marketing, sale, or solicitation of insurance policies.
  • Engage in false advertising, fraudulent, or deceptive business practices.
  • Post, transmit, or make available any content that is defamatory, abusive, harassing, hateful, vulgar, obscene, sexually explicit, or that encourages illegal activity.
  • Infringe any third‑party intellectual‑property right or privacy right.
  • Distribute viruses, malware, or other harmful software.
  • Impersonate any person or entity or misrepresent your affiliation.
  • Delete or alter any legal notices, copyright or trademark symbols, or any other proprietary markings.
  • Overburden, damage, or impair the Platform or interfere with another user’s use of the Platform.
  • Use any robot, spider, or automatic device to access the Platform for any purpose without prior written consent.
  • Attempt to gain unauthorized access to, damage, or disrupt any part of the Platform, its servers, or any connected network.
  • Behave in a hostile, belligerent, or disrespectful manner toward W3LL employees or other users.
The preceding list is provided for illustrative purposes and is not exhaustive.
7.2 Marketplace Plan Access
  • In compliance with federal regulations, brokers may view all publicly available Marketplace health‑insurance plans through the Platform, regardless of carrier appointment status.
  • Viewing a plan does not confer the authority to bind coverage, submit an enrollment, or otherwise obligate the carrier. Brokers must hold a valid appointment with the sponsoring carrier before completing any enrollment transaction.

8. PERSONALLY IDENTIFIABLE INFORMATION (PII)

  1. Lawful Collection. You must obtain valid consent before collecting, storing, or transmitting any PII or PHI through the Platform.
  2. Safeguards. You shall implement reasonable administrative, technical, and physical safeguards consistent with HIPAA, GLBA, and applicable state privacy statutes.
  3. Breach Notification. In the event of a breach involving PII under your control, you must (a) notify W3LL in writing within 48 hours of discovery; (b) cooperate with any investigations; and (c) provide notice to affected individuals as required by law, at your own cost.
  • CMS/Exchange Incident Reporting & Cooperation. Where an actual or suspected security or privacy incident involves Exchange PII or affects Direct Enrollment (DE) / Enhanced Direct Enrollment (EDE) operations, the parties will promptly cooperate with CMS, the applicable Exchange, and their designees, including by providing incident details, forensic information, mitigation steps, and ongoing updates via a Plan of Actions and Milestones (POA&M) until closure. Upon request, the parties will furnish relevant audit and security artifacts (e.g., assessment plans/reports, penetration-test, and vulnerability-scan results) to support oversight.
  • CMS-Directed Suspension. W3LL may suspend data exchange and/or Platform access as reasonably necessary to comply with CMS or Exchange directives, to mitigate a security/privacy incident, or to address material non-compliance with DE/EDE requirements. Suspension may be immediate and without prior notice where required by CMS/Exchange. Resumption of access may be conditioned on verification of remediation (including closure or acceptable progress on the applicable POA&M). See Section 22 for related termination rights.

9. USER COMPLIANCE WITH APPLICABLE LAW

You agree to remain in full compliance with all applicable federal, state, local and foreign laws, including but not limited to:

  • Federal and state statutes governing the sale and marketing of insurance policies and the licensing of insurance producers.
  • HIPAA, GLBA, and any other privacy statutes applicable to the PII you handle.
  • The Telephone Consumer Protection Act (TCPA).
  • The Patient Protection and Affordable Care Act (PPACA).
  • Carrier Appointment Requirements – While you may view all Marketplace plans, you must possess a current, valid appointment with a carrier before quoting, binding, or submitting an application for that carrier’s product. Failure to do so constitutes a breach of these TOS and may result in suspension or termination of your account.

10. USAGE MONITORING AND AUDITING

W3LL may monitor network traffic and audit Platform usage to detect unauthorized activity, ensure compliance, and protect system integrity. By using the Platform you consent to such monitoring. Unauthorized attempts to upload, modify, or delete information on HealthCare.gov or any linked government site are strictly prohibited and may be prosecuted under 18 U.S.C. § 1030 (Computer Fraud and Abuse Act) and related statutes.

11. ACCURATE INFORMATION

You must provide true, current, complete, and accurate information when creating an account, completing any questionnaire, or submitting data on the Platform. You are responsible for promptly updating any changes (e.g., credit‑card expiration, licensing status). W3LL makes no warranty that the information on the Platform is error‑free.

12. INTELLECTUAL PROPERTY

  1. Ownership. All right, title, and interest in the Platform, its content, software, documentation, designs, and underlying code belong to W3LL, its affiliates, or third‑party licensors and are protected by U.S. and international copyright, trademark, patent, trade‑secret, and other IP laws.
  2. Termination of License. Upon termination of your account, you must cease all use of the Platform and destroy or return any downloaded copies of Platform materials.
  3. Feedback. Any Feedback you provide is unrestricted, perpetual, irrevocable, non‑exclusive, and royalty‑free to W3LL for any purpose, including product development and commercialization.

13. TRADEMARKS

W3LL’s name, logo, product, and service names, designs, and slogans are trademarks of W3LL or its affiliates. You may not use these marks without prior written permission. All other trademarks displayed on the Platform remain the property of their respective owners.

14. USER REPRESENTATIONS AND WARRANTIES

You represent and warrant that you will:

  • Use the Platform only for lawful purposes and in strict compliance with these TOS.
  • Provide accurate and complete information throughout your use of the Platform.
  • Hold a valid insurance‑producer license in each jurisdiction where you conduct business and maintain it in good standing.
  • Have obtained all necessary consents to collect, transmit, and store any PII or PHI you handle.
  • Have implemented reasonable safeguards to protect PII.
  • Remain in compliance with all applicable Law.

15. ACCURACY OF CONTENT AND QUOTES

W3LL makes no representation that the Platform or its content is error‑free. Quotes are based on the information you provide and may change after underwriting or correction of typographical errors. Product descriptions are for informational purposes only; the definitive terms of coverage are contained in the actual insurance policy.

16. NO MEDICAL ADVICE

All health‑related content on the Platform is for informational purposes only and does not constitute medical advice, diagnosis, treatment, or recommendations. You should consult qualified health‑care professionals for any medical concerns.

17. PLATFORM AVAILABILITY

W3LL will use commercially reasonable efforts to maintain platform availability, but we cannot guarantee uninterrupted access. We are not liable for any damages resulting from service interruptions.

18. PLATFORM SECURITY

W3LL employs reasonable security measures (encryption, monitoring, access controls) in accordance with CMS requirements. However, no system can be guaranteed to be completely secure. We are not responsible for the security of the devices, networks, or third‑party sites you use to access the Platform, nor for any interception that may occur in transit.

19. DISCLAIMER OF WARRANTIES

The Platform, its content and all services are provided “as is” and “as available.” To the fullest extent permitted by law, W3LL disclaims all express and implied warranties, including but not limited to merchantability, fitness for a particular purpose, non‑infringement, accuracy, reliability, or availability. Your sole remedy for any dissatisfaction is to stop using the Platform.

20. LIMITATION OF LIABILITY

  1. Aggregate Liability. Except for the carve‑out above, W3LL’s total aggregate liability to you for any claim arising out of or related to these TOS shall not exceed $100 (the “Cap”).
  2. Exclusion of Certain Damages. In no event will W3LL be liable for any indirect, incidental, special, consequential, or punitive damages, even if we have been advised of the possibility of such damages.
  3. State‑Specific Limits. Where a jurisdiction does not permit the exclusion or limitation of liability as set forth above, W3LL’s liability will be limited to the maximum extent allowed by that Law.

21. INDEMNIFICATION BY USER

To the maximum extent permissible pursuant to applicable Law, you agree to defend, indemnify, and hold harmless W3LL, its parent, affiliates, subsidiaries, officers, directors, employees, agents, contractors, and assigns from any and all claims, damages, fines, penalties, costs, and expenses (including attorneys’ fees) arising out of:

  • Your breach of any representation, warranty, or obligation in these TOS.
  • Any unauthorized use of the Platform by you or any third party using your account credentials.
  • Infringement of any intellectual‑property right.
  • Violation of any W3LL policy, rule, or guideline communicated to you.
  • Any PII or PHI breach caused by you (excluding breaches directly caused by W3LL).
  • Your violation of any applicable Law.

These indemnity obligations survive termination of your account.

22. SUSPENSION, TERMINATION, AND EFFECT OF TERMINATION

  1. Suspension/Termination by W3LL. We may, with or without notice, (a) suspend, limit or terminate your access for any breach of these TOS, (b) suspend for non‑payment (if a paid feature is later added), or (c) discontinue the Platform or any feature for any or no reason.
  2. Verification Failure. If at any time W3LL’s verification of your license or carrier appointments fails, we may suspend your account until you supply updated, verifiable documentation. Persistent failure may result in permanent termination.
    • We require Marketplace Learning Management Systems (MLMS) training/registration verification for the current plan year and to hard-gate quoting/enrollment until license, training, and NPN checks pass; we reserve the right to suspend your W3LL account at CMS direction and/or at our discretion.
  3. Termination by User. You may terminate your account at any time by sending written notice to info@W3LL.com.
  4. Effect of Termination. Upon termination (whether by you or W3LL):
    • You must immediately cease all use of the Platform.
    • W3LL is not obligated to provide a data export upon termination.
    • All accrued fees (should any future paid features exist) become immediately due and payable.
    • In addition to other remedies, W3LL may suspend or terminate access to the Platform to comply with CMS/Exchange directives or where User fails to timely remediate material deficiencies identified through an incident, audit, or POA&M process under Section 8. Upon termination for cause, User must cease all use, delete any exported Exchange PII obtained from the Platform, and certify deletion upon request.
    • Sections 5, and 7‑27 survive termination.

23. AUTHORITY TO MODIFY PLATFORM, SERVICES, and TOS

W3LL may upgrade, modify, change, or enhance the Platform at any time, and may convert you to a new version of the Platform. If you are dissatisfied with such upgrades, modifications, changes, or enhancements, you may terminate your account as described in Section 22.

We may modify these TOS from time to time. When we do, we will post the updated version on our website and indicate the date of the latest revision. Any changes will become effective upon posting, unless otherwise stated. By continuing to access or use our platform after the revised TOS have been posted, you agree to be bound by the updated TOS. If you do not agree to the new TOS, you must stop using the Platform and terminate your account as described in Section 22.

24. ELIGIBILITY TO USE THE PLATFORM

The Platform is intended only for users who are at least 18 years old and reside in the United States or its territories. By agreeing to these TOS, you represent and warrant that you meet these eligibility requirements and that your use of the Platform complies with all applicable laws.

25. W3LL’S USE OF DATA YOU PROVIDE THROUGH THE PLATFORM

  1. Reporting & Disclosure (Termination). If your account is terminated for breach, W3LL may disclose your name, NPN, and termination status to any carrier with which you have indicated an appointment and to any regulator having jurisdiction over your license(s).
  2. Aggregated, De‑identified Data. W3LL may use de‑identified, aggregated data from the Platform for analytics, reporting, media releases, product development, and any other lawful purpose.
  3. Third‑Party Links. Links to non‑W3LL sites are provided for convenience only; W3LL does not endorse or accept responsibility for the content of those sites.
  4. Data Processing for License Verification. By creating an account, you expressly authorize W3LL to retrieve, store, and process your license and appointment information from the NIPR database for eligibility verification and compliance with federal insurance regulations. See the Privacy Policy for additional details.

26. GENERAL TERMS

  1. Entire Agreement. These TOS, the Privacy Policy, any Order Form, and any additional policies incorporated herein constitute the entire agreement between you and W3LL concerning the Platform and supersede all prior agreements, understandings, or representations, oral or written.
  2. Authority to Be Bound. If you act on behalf of an entity, you represent that you have the authority to bind that entity to these TOS.
  3. Assignment. You may not assign or transfer any rights or obligations under these TOS without W3LL’s prior written consent. W3LL may assign these TOS (in whole or in part) without notice.
  4. No Waiver. Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
  5. Headings. Headings are for convenience only and shall not affect interpretation.
  6. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  7. Notices
  • To W3LL:
    • Email: info@W3LL.com
    • Postal: W3LL, 1500 Stony Brook Rd., Stony Brook, NY 11794
  • To You: Via the email address or mailing address in your account profile (as updated by you).
  1. Dispute Resolution & Arbitration.
  • Arbitration. All disputes (except those seeking injunctive relief, intellectual‑property claims, or enforcement actions by a governmental agency) will be resolved by binding individual arbitration under the Federal Arbitration Act, administered by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules.
  • Opt‑Out. You may opt‑out of arbitration within 30 days after receiving notice by emailing info@W3LL.com with the subject line “Opt‑Out of Arbitration.”
  • Class Action Waiver. Both parties waive any right to participate in a class action or representative proceeding.
  • Governing Law. New York law governs, without regard to conflict‑of‑laws principles.
  • Venue. Exclusive jurisdiction lies in the state or federal courts located in the Eastern or Southern District of New York.
  1. Privacy Policy & BAA. The W3LL Privacy Policy (available at W3LL.com/privacy_policy) and BAA (available at https://w3ll.com/business_associate_agreement/) are incorporated herein by reference.
  2. Additional Terms. Your use of the Platform is also subject to any additional terms, policies, rules, or guidelines communicated to you (including those on an Order Form). All such additional terms are incorporated by reference.
  3. Consent to Electronic Communications. By providing your contact information you consent to receive communications (including email, voice calls, and text messages) from W3LL even if your number appears on a national or state “Do Not Call” registry. Standard carrier charges may apply. You may opt‑out of marketing emails via the unsubscribe link in each email and may opt‑out of SMS messages by replying STOP. You may continue to receive transactional communications (e.g., account updates, security alerts) even after opting out of marketing.
  4. Force Majeure. W3LL shall not be liable for any failure to perform its obligations where such failure is caused by an act of God, terrorism, act of governmental authorities, strike or industrial dispute, natural disaster, hurricane, pandemic, disease, or any other circumstance beyond its reasonable control. Performance will resume as soon as reasonably possible after the event ceases.

27. CONTACT INFORMATION

For any questions concerning these TOS, please contact:

Email: info@W3LL.com
Postal Address: W3LL, 1500 Stony Brook Rd., Stony Brook, NY 11794

By clicking “I Agree” or otherwise accessing the Platform, you acknowledge that you have read, understood, and agree to be bound by the foregoing Terms of Service.