Effective Date: December 2025
General Information
Welcome to Mercer IndigoSM, a proprietary benefits solutions platform owned and operated by Mercer Health & Benefits, LLC (“Mercer”, “we”, “our” or “us”). These Terms of Use govern your use of the Mercer Indigo platform, whether you are accessing it through the Mercer Indigo website (the “Site”, the “Platform”), including to any updates, new releases and other distributed modifications of the Platform and as any versions thereof. The Platform is designed to provide independent contractors and self-employed professionals access to a suite of preconfigured individual and small group health, welfare and business insurance, and non-insurance, solutions (the “Services”). These Terms of Use apply to registered users of the Services as well as others who use or access all or any portion of the Site (collectively, “Users”).
THESE TERMS OF USE INCLUDE A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, AS SET FORTH IN THE “REQUIREMENTS OF ARBITRATION” SECTION, WHICH REQUIRES ANY DISPUTE (AS DEFINED BELOW) TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND YOU AGREE TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND OTHER TYPES OF COURT PROCEEDING OF ANY KIND TO RESOLVE THE DISPUTE, SUBJECT TO CERTAIN LIMITED EXCLUSIONS. IF YOU WANT TO OPT-OUT OF THE MANDATORY ARBITRATION REQUIREMENT, THE “REQUIREMENTS OF ARBITRATION” SECTION DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO.
Your Agreement to the Terms of Use
By accessing, or browsing the Site, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them and to the collection and use of your information as set forth in our Privacy Notice whether or not you are a registered user of the Services. If you do not understand or do not agree to these Terms of Use, then do not indicate acceptance to these Terms of Use, and do not access, browse or use the Site, any content contained therein or any other part of the Platform.
Optional and Additional Services
Certain features or elements of the Platform or Services may be subject to additional terms and conditions, or superseded by expressly designated legal notices or terms specified for such features or elements. We may also, from time to time, offer optional or additional functionality, content or other services as part of the Services, which may have additional or different terms and conditions that apply to such functionality, content or other services (such additional or different terms and conditions are collectively referred to herein as the “Additional Terms”). Such Additional Terms are hereby deemed incorporated by reference into these Terms of Use and will govern with respect to the specific feature, functionality or other service to which such Additional Terms apply to the extent of any conflict between these Terms of Use and such Additional Terms.
Changes to the Terms of Use
We reserve the right to change these Terms of Use at any time. Such updated terms are effective as of the date we post them or, if applicable, the later date we specify in the updated Terms of Use – the effective date of the then-current version of the Terms of Use will be noted at the top of the document, as the "Last Revised" date. The modified Terms of Use will be effective with respect to any use of the Platform from and after the effective date of the modified Terms of Use. Your use of the Platform after the foregoing notice signifies your acceptance of the modified Terms of Use. If you do not agree to the updated Terms of Use, then you must discontinue your use of the Platform.
Each time you use the Platform, you are deemed to ratify your agreement to the then-current Terms of Use. It is your responsibility to know and understand these Terms of Use, including any changes or additional terms added in accordance with the procedure in these Terms of Use. As a result, we strongly recommend that you check regularly for any updates or changes to these Terms of Use, which is accessible at any time on or through the Platform.
Privacy Notice
Mercer recognizes the importance of respecting your privacy. Please consult our Privacy Notice https://www.mercer.com/regulatory/us-privacy-notice/ for a description of how Mercer collects, uses, shares and protects your personal information. By using the Platform, you agree that Mercer may use your personal information in accordance with the Privacy Notice. The Privacy Notice is incorporated by reference into these Terms of Use.
No Professional Advice
Neither Mercer nor the Platform provide medical, legal, or financial advice. Mercer is not a medical, legal, or financial advisor.
All of the Content (as defined below) provided through the Platform such as text, graphics, photographs, images, messages, forum postings, quotes, potential matches, policy details, and any other materials, are for informational purposes only and are not a substitute for professional advice. Additionally, Mercer does not promise any particular results with regards to your benefits in connection with your use of the Platform. Reliance on any information provided on the Platform is solely at your own risk. Mercer does not act on behalf of any insurer or other service provider accessed through the Platform (each, a “Provider”), and does not have the authority to make binding commitments on behalf of any Provider. In addition, Mercer does not guarantee or make any representation or warranty that coverage or service can be placed on terms acceptable to you. Mercer is not responsible for the solvency or ability to pay claims of any Provider or for the solvency or ability of any Provider to provide service. Mercer does not undertake any responsibility in relation to the quality of the services or the manner in which it is provided by the Providers that receive your personal information through our Services.
Mercer is not an insurer or product provider and does not itself provide any insurance or non-insurance products or benefits. Mercer will not be liable for any professional advice you obtain from a Provider. As part of the Services, we may suggest one or more insurance products to you based on the information you enter in the Site and refer you to an independent insurer’s website to initiate and complete an application for insurance as you may select. As Mercer is not an insurer, any insurance you select will be purchased from an insurer independent of Mercer under terms and conditions of coverage as that insurer will provide. Mercer does not recommend any particular coverage or service for you, or make any representation or warranty that any coverage or service you obtain through Mercer Indigo is best aligned with your own needs. While we may indicate that certain insurance options are “potential matches” based on your answers to certain demographic questions you will encounter on Mercer Indigo, you are responsible for independently ensuring that your selection of coverage or service through Mercer IndigoSM is appropriate for you. Insurance coverages or other products and services offered by independent insurers or Vendors (as defined below through Mercer IndigoSM are governed by terms and conditions set by the insurers, are not Services provided by Mercer and are not governed by these Terms of Use. You hereby certify that you are physically located in the State you have entered as your current location when accessing the Services. You acknowledge that your ability to access and use the Services is conditioned upon the truthfulness of this certification and that the Providers you access through the Services are relying upon this certification in order to interact with you. In the event that your certification is inaccurate, you agree to indemnify Mercer and the Providers you interact with from any resulting damages, costs, or claims.
Mercer Compensation
In accordance with industry custom, Mercer’s compensation includes commissions paid by insurers that are calculated as a percentage of the insurance premiums those insurers collect for the coverage you obtain. The rate of commissions paid to Mercer and resulting commission payment amounts may vary depending on the type of insurance or service purchased, the insurer or service provider who provides such coverage or service, and other factors such as the volume, growth and/or retention of Mercer’s book of business with this insurer or service provider. Mercer may also receive additional monetary and non-monetary compensation from insurers or others that includes payment for marketing or technology related expenses, and other service fees. Mercer’s compensation may vary depending on the type of insurance or service purchased, and the insurer or service provider selected.
Commission
Product |
Carrier |
Commission |
Critical Illness |
Aflac |
Up to 24% |
Accident |
Aflac |
Up to 16% |
Cancer |
Aflac |
Up to 24% |
Dental |
Aflac |
10% |
Automobile/Homeowners |
Bolt |
Up to 12% |
Pet Insurance |
Bolt |
10% |
Data Protection |
Bolt |
$25 |
Critical Illness |
HealthMarkets |
$100 per application |
Vision |
HealthMarkets |
$20 per application |
Medicare |
HealthMarkets |
$700 per application |
ACA |
HealthMarkets |
$125 per application |
Life |
HealthMarkets |
$30 per application |
Vision |
Kelsey Insurance |
Up to 18% |
Dental |
Kelsey Insurance |
Up to 30% |
Legal Services |
LegalShield |
17% |
Identity and Cyber Security |
NortonLifeLock |
30% |
Life |
Pendella Technologies |
Up to 150% |
Disability |
Pendella Technologies |
Up to 80% |
AD&D |
Pendella Technologies |
Up to 120% |
Pet Insurance |
Spot Pet |
10% |
Critical Illness |
UHOne |
Up to 60% |
Hospital Indemnity |
UHOne |
Up to 38% |
Accident |
UHOne |
Up to 50% |
Short-Term Medical |
UHOne |
Up to 30% |
Telehealth |
UHOne |
Up to 50% |
Vision |
UHOne |
Up to 30% |
Dental |
UHOne |
Up to 55% |
Life |
UHOne |
Up to 100% |
Vision |
VSP |
Up to 10% |
Mercer recommends that you place your business with institutions that are in good financial standing, well capitalized and highly rated. When available, we will supply you with a Financial Strength Rating (FSR) from A.M. Best, and we recommend that you select insurers rated by A.M. Best as Excellent (A- or A) or Superior (A+ or A++). We advise that you review the complete A.M. Best Financial Strength Rating Guide at the following link: https://www.ambest.com/ratings/guide.pdf
Financial ratings may not be available for certain insurers and many other service providers, and this may or may not be indicative of the institution's financial condition. If not rated, we are unable to provide information to you on the institution's financial condition. Mercer does not endorse or corroborate the financial ratings issued by any rating agency. Any rating is judgmental and subject to various interpretations. The financial ratings cited in our reports are published by A.M. Best, an independent rating agency, based in part on information not available to Mercer. All information is gathered from sources considered reliable, but Mercer cannot and does not warrant the accuracy of such information. Mercer is not responsible for the current or future financial condition, solvency or ability of any insurance carrier or other service provider to pay claims or provide service. Ultimately, the decision is yours and you should undertake your own evaluation to select insurers most appropriate for your needs, including considering information and ratings that may be available from other sources. High ratings are not a guarantee of future solvency but may be indicative of the institution's current financial condition and prospects. Following your evaluation that should include the financial criteria noted, we will proceed with the procurement or renewal of coverage or service you select. Please contact your Mercer consultant if you would like to discuss financial security ratings further.
Best's Credit Ratings™ are under continuous review and subject to change and/or affirmation. For the latest Best’s Credit Ratings™ and Best’s Credit Reports (which include Best’s Credit Ratings™), visit the A.M. Best website at http://www.ambest.com. See Guide to Best’s Credit Ratings™ for explanation of use and charges.Best's Credit Ratings™ reproduced herein appear under license from A.M. Best and do not constitute, either expressly or impliedly, an endorsement of Mercer's Carrier Information Exhibit or its recommendations, formulas, criteria or comparisons to any other ratings, rating scales or rating organizations which are published or referenced herein. A.M. Best is not responsible for transcription errors made in presenting Best's Credit Ratings™. Best’s Credit Ratings™ are proprietary and may not be reproduced or distributed without the express written permission of A.M. Best Company. A Best’s Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. It is not a warranty of a company’s financial strength and ability to meet its obligations to policyholders.
View our Important Notice: Best's Credit Ratings for a disclaimer notice and complete details at http://www.ambest.com/ratings/index.html.
| Carrier | A.M. Best Carrier # | Financial Strength Rating and, if applicable, Modifier | Rating Effective Date |
| Aflac | 006051, 007411 | A+ | 9/5/2025 |
| NortonLifeLock | Not insured | ||
| VSP | 064607 | A- | 7/8/2025 |
| Bolt Solutions, Inc.; is an online quoting platform for auto and home insurance and is an independent agent for their carrier partners | Not insured | ||
| UHOne; Golden Rule Insurance Company | 006263 | A | 8/28/2025 |
| Kelsey National; is an online quoting platform for dental and vision insurance and is an independent agent for their carrier partners | Not insured | ||
| Pendella Technologies; is an online quoting platform for life and disability insurance and is an independent agent for their carrier partners | Not insured | ||
| LegalShield | Not rated where insured | ||
| Spot Pet Insurance; Independence American Insurance Company | 003552 | A-u | 8/6/2025 |
| PerkSpot | Not insured | ||
| HealthMarkets; is an independent insurance agency licensed to market and sell insurance on behalf of their carrier partners | Not insured | ||
User Requirements
Users must be at least 18 years of age and possess the legal authority to form legally binding contracts under applicable law in order to use the Services. The Services are not available to Users previously removed from the Services by Mercer. In addition to the foregoing, you represent and warrant that you are not a resident of (and will not use the Services in) a country that the U.S. government has embargoed for use of such Services, and that you are not named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations.
Any use of the Services by a User that is not eligible under and according to these Terms of Use, is prohibited and is at the own risk of such User.
Availability of the Services and Platform
For purposes of these Terms of Use, “Content” means any data and information in written or electronic form, documents, articles, presentations, data files, video files, audio files, graphical images and any other content, including any databases or other compilations of any content, associated with the Platform or Services or that appear through the Platform or Services. “Vendor” means any licensor, supplier, or other service provider, including any insurer or other Provider, that works with Mercer to provide the Services. You acknowledge and agree that Mercer may add to, remove or otherwise modify the Platform ( including and the Site), the Services, the Vendors, and any of the Content, in whole or in part, up to and including completely withdrawing the Services, the App or the Site, or any part thereof, or limiting the volume or availability (geographically, temporally or otherwise) of any of the Services, either generally or specifically for any User, at any time with or without notice. Circumstances beyond Mercer’s control, such as ‘acts of God’, interruption of internet or telecommunications services, failure of Vendors or other power failures may interrupt the Services or the Platform or cause the Services or the Platform to be unavailable. In such cases Mercer will use commercially reasonable efforts to restore the Services or the Platform. In addition, Mercer may offer the Services directly or through sponsoring organizations, such as employers or professional associations. Therefore, you may not be able to use the Services if your relationship with your employer or a professional association of which you are a member terminates. Services offered through the site are individual and membership or employment with a sponsoring organization is not required to maintain individual Services.
The Services and Platform (including any Content) are currently controlled, operated, and administered by or on behalf of Mercer from locations within the United States of America, but they may be controlled, operated or administered by Mercer’s affiliates, or Vendors or other contractors of the foregoing, around the world. You hereby consent to such activities around the world. Mercer makes no representations that the Platform or Services are appropriate or available for use in all locations. Those who access or use the Platform or Services from other jurisdictions are entirely responsible for compliance with all applicable United States and local laws and regulations, including, but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on or through the Platform or Services are solely directed to individuals, companies or other entities located in the United States.
Use of the Services
Prohibited Use of the Services. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) decompiling, disassembling, reverse engineering or otherwise attempting to obtain or perceive the source code from which the software component of the Service is compiled or interpreted; (iii) modifying or creating any derivative work from any component of the Services; (iv) using any automated system to access the Service; (v) transmitting spam or other unsolicited messages through the Services; (vi) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from servers running the Services or otherwise damage or interfere with or disrupt the integrity or performance of the Services; (vii) taking any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ix) attempting to upload invalid data, viruses, works or other software agents through the Services; (x) collecting or harvesting any personally identifiable information, including account names, from the Services; (xi) using the Services for any commercial solicitation purposes; (xii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xiii) interfering with the proper working of the Services; (xiv) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xv) bypassing the measure we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of content or enforce limitations on use of the Services or the content therein.
Content You Submit
Responsibility for Your Content; License Grant to Us. Some areas of the Service allow or require Users to submit, display, transmit, provide, or otherwise make available content such as notes, questions, and other content or information (“User Content”). The User Content you submit will not be visible to or shared with any other Users of the Platform. You acknowledge and agree that you are solely responsible for any User Content, including any registration and profile information or any other Content that you upload onto the Platform including protecting your rights in and to any such User Content. In order for us to (i) provide, manage and maintain the Platform and the Services, (ii) promote and redistribute all or a part of the Platform or the Services (derivative works) in any other media format or through any other media channel, (iii) create new products, services and features, (iv) carry out our obligations and exercise our rights under these Terms of Use, (v) protect the rights and property of ourselves and others and (vii) comply with law, you hereby grant to Mercer, by submitting any User Content, a worldwide, nonexclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers of sublicensing), royalty-free and fully paid-up license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, transmit, distribute, make derivative works and otherwise use such User Content and your name, voice and/or likeness contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, We may share the User Content with third parties in accordance with the terms of the Privacy Notice https://www.mercer.com/regulatory/us-privacy-notice/.
By submitting, displaying, providing or otherwise making available any User Content on or through the Platform, you expressly grant, and you represent and warrant that you have all rights necessary to grant to Mercer the license granted above in this section with respect to your User Content. Mercer reserves the right, but not the obligation, to review, and to remove at any time, any User Content, for any or no reason. Mercer shall not be liable for any deleted, lost or unauthorized modification of your User Content or any other Content on the Platform.
If you provide feedback, ideas, or suggestions regarding the Platform, the Services or Content (“Feedback”), you acknowledge that such Feedback is not confidential, and you authorize Mercer to use such Feedback without restriction and without payment to you. Such Feedback is considered a type of User Content.
Mercer generally does not verify or otherwise screen or validate any information or other User Content submitted by Users. In addition, Mercer does not get involved in, or control, any interactions and any resulting transactions between Users and Vendors. Mercer makes no endorsement or approval, and assumes no obligations, with respect to any Users or Vendors. While Mercer reserves the right to remove any User Content, it expressly undertakes no obligation to do so, and hereby disclaims, to the maximum extent permitted by law, any liability for failing to do so. You assume all risks associated with all Users with whom you may come into contact with in connection with the Services, and all User Content you may access on or through the Services.
You acknowledge and agree that you are solely responsible for complying with any federal, state or local laws applicable to your use of the Platform or the Services made available under these Terms of Use. You recognize that Mercer’s provision of the Services or the Platform under these Terms of Use do not relieve you of responsibility and liability for those matters over which you have control or those matters arising out of your misuse of the Platform or the Services.
Intellectual Property
You acknowledge and agree that, the Site, any proprietary interfaces, all other Content and all other part of the Platform and the Services (excluding User Content), as well as the information and other content contained in the foregoing, including their modifications and enhancements, comprise copyrighted, and in some cases confidential and trade secret information, and may be protected by patents, that is and are proprietary to and owned solely by Mercer and its affiliates, and Vendors together with all related intellectual property rights. Except for the express, limited use right granted to you in these Terms of Use, nothing contained in these Terms of Use, nor your permitted access to or use of the Platform or the Services, including any Content, shall be deemed to grant to you, by implication, estoppel or otherwise, any license (express or implied) or any other grant of right, title or interest in or to any of the foregoing or any other intellectual property right of Mercer or any third party. These Terms of Use do not constitute a sale of the Platform or any part of it. You agree that you will take no action inconsistent with this paragraph.
The Mercer IndigoSM brand , the Mercer name and brand, the names and brands of any of our products and services, the Mercer logo, and other trademarks, service marks, logos, domain names and other indicators of source or origin of Mercer or its affiliates (the "Mercer Trademarks") used and displayed on or in connection with the Platform or the Services are registered and unregistered trademarks of Mercer (US) LLC or an affiliate of Mercer. Nothing on or in connection with the Platform or the Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on or in connection with the Platform or the Services, without our express prior written permission, which we may provide in our sole discretion. Mercer prohibits the use of the Mercer name and any of the Mercer Trademarks as part of a link to or from any site unless approved in advance by Mercer in writing. You may not use any metatags or any other hidden text utilizing any Mercer Trademarks without our express prior written consent. Any other product and company names and trademarks associated with the Platform or the Services remain the sole and exclusive property of their respective owners.
Disclaimer of Warranties
YOU ACKNOWLEDGE THAT WHILE MERCER SEEKS TO PROVIDE THE PLATFORM AND THE SERVICES IN A QUALITY MANNER, WE CANNOT GUARANTEE THAT THE PLATFORM OR THE SERVICES ARE FREE FROM INACCURACIES OR ERRORS, OR COMPLETE IN ALL RESPECTS. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES TO YOU AT YOUR SOLE RISK, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING AS TO THE OPERATION OF THE SERVICES; THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT PROVIDED ON OR THROUGH THE SERVICES OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY:
(A) THAT THE PLATFORM AND THE SERVICES OR ANY PART THEREOF (1) ARE FIT FOR A PARTICULAR PURPOSE OR AS TO TITLE, MERCHANTABILITY, DATA LOSS, UPTIME OR CONTINUITY OF THE SERVICES, (2) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ERRORS FOUND WILL BE CORRECTED, OR (3) WILL BE FREE FROM INTERFERENCE WITH OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR
(B) AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO OR FROM THE SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF MERCER’S AND ITS AFFILIATES', AND ITS AND THEIR VENDORS’ LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS CONCERNING YOUR USE OF THE PLATFORM OR SERVICES SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF THE FEES PAID BY YOU TO MERCER DURING A CALENDAR YEAR FOR ACCESS TO AND USE OF THE PLATFORM OR THE SERVICES, OR US $100.00 (ONE HUNDRED U.S. DOLLARS). THE INFORMATION AND DATA OBTAINED THROUGH YOUR ACCESS AND USE OF THE PLATFORM OR THE SERVICES ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, NOR IMPLIED TO BE, A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN NO EVENT WILL MERCER AND ITS AFFILIATES, AND ITS AND THEIR PROVIDERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF THE RESULTS OR CONCLUSIONS OBTAINED THROUGH THE ACCESS AND USE OF THE PLATFORM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO YOUR HEALTHCARE DECISIONS. MERCER, ITS AFFILIATES AND ITS AND THEIR VENDORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR ANY OTHER DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MERCER OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE OR YOUR ACCESS TO, BROWSING OR USE OF ANY OF THE PLATFORM OR THE SERVICES.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MERCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU ACKNOWLEDGE THAT NO DEFENSE OR INDEMNITY OF ANY KIND IS PROVIDED HEREUNDER BY MERCER (OR ANY OF ITS AFFILIATES THAT MAY BE INVOLVED WITH THE SERVICES) WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, COST, LOSS, DAMAGE, EXPENSE OR LIABILITY ARISING FROM OR BASED ON YOUR OR ANY THIRD PARTY’S USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICES (INCLUDING ANY OUTPUT OR OTHER CONTENT OBTAINED ON OR THROUGH THE PLATFORM OR THE SERVICES).
THESE TERMS OF USE SET FORTH THE ENTIRE OBLIGATION AND LIABILITY OF MERCER (AND ANY OF ITS AFFILIATES THAT MAY BE INVOLVED WITH THE PLATFORM OR THE SERVICES) AND THE VENDORS AS WELL AS YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PLATFORM AND THE SERVICES AND YOUR USE THEREOF.
YOUR AGREEMENT TO THESE PROVISIONS AND LIMITATIONS IS A MATERIAL INDUCEMENT TO MERCER TO ENTER INTO THESE TERMS OF USE WITH YOU AND PROVIDE YOU ACCESS TO THE PLATFORM, SERVICES AND OTHER OFFERINGS PROVIDED BY MERCER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS OF USE ARE INTENDED TO BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OR WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENATION AND TORTS.
Export/Import Restrictions and Tariffs
The Platform and the Services may not be available through Mercer to any Restricted Entity. You shall not provide access to the Services to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Furthermore, you will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where you access and use the Services or receives copies of any technical information or other materials. You agree to indemnify, defend and hold harmless Mercer from any fines or other penalties arising from a violation of this section. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which you are based or operated and from which the Services may be accessed.
Termination
Termination by You. Except for any Services for which you may sign up for a specified period of time, you may terminate your use of the Services at any time for any or no reason by following the directions on the Site. To the extent applicable, any fees paid or accrued hereunder in the event of your termination at will are non-refundable.
Termination by Us. You agree that Mercer, in its sole discretion, may terminate your Account (or any part thereof), or access to or use of the Services or any portion thereof, and remove any Content within the Services, at any time and for any reason, including, without limitation, if Mercer believes that you have violated or acted inconsistently with these Terms of Use. If we elect to suspend or terminate your Account or the Services generally, for reasons other than due to our good faith belief that you have violated these Terms of Use, we will use commercially reasonable efforts to provide you notice of such termination.
Effect of Termination. Upon termination of your Account(s), your right to use the Services as provided in the Terms of Use will immediately cease. All provisions of these Terms of Use, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, personal advisor and medical disclaimer, limitations of liability and miscellaneous.
Links to Other Services and Sites
The Platform may contain links to other sites, including Provider or other Vendor sites, apps or other services, other than the Platform. The policies, terms and conditions governing such other services, which may be services (other than Mercer IndigoSM) owned or operated by third parties or by Mercer or its affiliates, may and likely will be different from these Terms of Use. Those third parties' other policies, terms and conditions will govern the use of information you provide to them (or if other Mercer sites, apps or services, then our terms and conditions with respect to those sites, apps and services). We encourage you to be aware when you leave the Platform and to read the policies, terms and conditions of these other services. Mercer makes no representations or warranties or other assurances or commitments whatsoever about any third parties' sites, apps and other services that you may access through the Platform. The access to other sites, apps and other services, through the Platform do not imply that Mercer is affiliated with or otherwise endorses any third parties, that it is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of Mercer. Mercer shall have no responsibility or liability for your access to or linking to a third-party site, app or other service. Any access provided through the Platform to other sites, apps or other services of Mercer (including its affiliates) shall be governed solely by our terms and conditions for such other sites, apps and other services.
Indemnification
You hereby agree to indemnify, defend, and hold harmless Mercer, its affiliates, and its and their employees, customers, suppliers, service providers and other contractors from and against all claims, demands, liabilities, costs, expenses, fines, penalties and damages (including actual and consequential and attorneys’ fees), of every kind and nature whether known or unknown arising out of or relating to:
(a) your violation of any law or regulation;
(b) submission or use of any Content on, or use of, the Platform or the Services by you or anyone through your Account in violation of these Terms of Use or in violation of any third parties' intellectual property, privacy, or other rights;
(c) any other breach of these Terms of Use by you, including without limitation, your breach of any of the representations and warranties contained herein; or
(d) your use of and access to the Platform or the Services, including any data or content transmitted to or received by you;
(e) User Content or any content that is submitted via the Platform, including, without limitation, misleading, false or inaccurate information;
(f) your willful misconduct or the willful misconduct of persons operating under you or in connection with you; or
(g) any other party’s access and use of the Platform or the Services with your unique username, password or other appropriate security code.
Telephone Communications and Agreement to be Contacted
Call Recording and Monitoring. You acknowledge that telephone calls to or from Mercer, together with its agents and affiliates, may be monitored and recorded and you agree to such monitoring and recording.
Providing Telephone Numbers and Other Contact Information. You verify that any contact information provided to Mercer, including, but not limited to, your name, mailing address, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your use of the Platform is false or inaccurate, we may suspend or terminate your account at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect by replying STOP to any text message you receive from us, by calling us at 1-855-207-0301, notifying us in writing by sending such notification via mail to 12421 Meredith Dr. Urbandale, IA 50398 or email to mercervoluntarybenefits@mercer.com, or electronically by updating your account preferences at mercerindigo.com.
Your Consent to Receive Automated Calls/Texts. You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive artificial voices, prerecorded voice messages, and/or autodialed calls and text messages (such as SMS, MMS, or successor protocols or technologies) from Mercer and third-parties acting on its behalf, or Providers you select, related to your policy, including benefits, coverage, and renewal notifications, account, , products or services offered through Mercer and/or your employer or sponsoring organization, any transaction, and/or your relationship with Mercer or any Providers you select. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive automated calls and text messages from Mercer, even if you cancel your account or terminate your relationship with us, except if you opt-out (see below). You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services or account creation. If you do not consent, you may call us at 1-855-207-0301 to further inquire about our products and services. To opt-out, please see the Opt-Out Instructions below.
Opt-Out Instructions. Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, reply STOP to any text message you receive from us. You may also text HELP for help. You acknowledge and agree to accept a final text message confirming your opt-out. We may use different shortcodes for different messaging purposes, so texting STOP to one shortcode will not effectuate a stop request for all shortcodes to which you are subscribed. If you would like to stop messages from multiple shortcodes, reply STOP to each shortcode to which you would like to unsubscribe. Alternatively, you may contact us at 1-855-207-0301 and advise that you want to opt out of text messages and specify the phone number(s) for which that opt-out should apply. To opt-out of automated voice calls (not text messages), you must (i) provide us with written notice revoking your consent to receiving automated calls; (ii) in that written notice, you must include your full name, mailing address, account number, and the specific phone number(s) for which you wish to stop automated calls; and (iii) send this written notice to 12421 Meredith Drive, Suite 300, MK1, Urbandale, IA 50398. Alternatively, you may contact us at 1-855-207-0301 and advise that you want to opt out of automated voice calls and specify the phone number(s) for which that opt-out should apply. It is your sole responsibility to notify us if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
Fees and Charges. There is no fee to receive automated telephone calls or text messages from Mercer. However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Message and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Mercer is not responsible for such charges.
Unauthorized Use of Your Telephone Device. You must notify Mercer immediately of any breach of security or unauthorized use of your telephone device. Although Mercer will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
Your Indemnification to Us. You agree to indemnify Mercer for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalent, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number. You agree to indemnify, defend and hold us harmless from and against any and all such claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees). We shall have the exclusive right to choose counsel, at your expense, to defend any such claims.
Release of Claims. In consideration of the services provided by Mercer, you hereby release Mercer from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).
General. You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service provider, mobile service, and other services needed to receive calls and text messages. Text messaging may only be available with select carriers with compatible handsets. Your obligations under this Section will survive termination of these Terms of Use.
Requirement of Arbitration
PLEASE READ THIS ARBITRATION & DISPUTE RESOLUTION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH BINDING ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
If any controversy, allegation, or claim arises out of or relates to the Platform, the Services, these Terms of Use, or any Additional Terms, including but not limited to, breach, termination, enforcement, interpretation, or the validity thereof (collectively, “Dispute”), you and Mercer agree to the following resolution process with respect to the Dispute. To most efficiently resolve any Dispute, you and Mercer agree to first discuss the Dispute informally for at least thirty (30) days. To do so, the party who wants to raise the Dispute must first send to the other party a notice that must include (1) a description of the Dispute and (2) a proposed resolution (collectively, the “Dispute Notice”). If you want to raise a Dispute, you must send your Dispute Notice by certified mail to 12421 Meredith Drive, Suite 300, MK1, Urbandale, IA 50398, and address the Dispute Notice to Mercer Indigo. If we would like to subsequently discuss your Dispute Notice with you, we will contact you by using the contact information included with your Dispute Notice. If we want to raise a Dispute, we will send our Dispute Notice to you at the email address that we have on file for you. If we do not have a valid email address on file for you, we will send our Dispute Notice to you through a means that complies with the service of process rules in the state of New York.
If you and Mercer do not reach an agreed-upon resolution within thirty (30) days of receipt of the Dispute Notice, you and Mercer agree that the Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be heard and determined by a single neutral arbitrator who is a lawyer or retired judge, who will administer the proceedings in accordance with the AAA’s Consumer Arbitration Rules. In resolving the Dispute, the arbitrator will consider applicable law, the provisions of these Terms of Use and any Additional Terms, and any facts based upon the record and no other basis, and will issue a reasoned decision. If a party properly submits the Dispute to the AAA for arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), and determined by a single neutral arbitrator who is a lawyer or retired judge, using JAMS’s Streamlined Arbitration Rules and Procedures, or by any other arbitration administration service to which you and we consent. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA—800.778.7879; JAMS—800.352.5267; http://www.adr.org; http://www.jamsadr.com
Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator will resolve the submitted Dispute and can issue a decision consistent with this section. However, WITH ARBITRATION, THERE IS NO JUDGE OR JURY; THE ARBITRATION PROCEEDINGS AND ARBITRATION ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and Mercer will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered into any court that has jurisdiction over the parties.
Small Claims Matters Are Excluded. As an exception to binding arbitration, you and Mercer both retain the right to pursue, in a small claims court, any Dispute that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. We will not demand arbitration in connection with any individual Dispute that you properly file and pursue in a small claims court, so long as the Dispute is pending only in that court.
Injunctive Relief. The foregoing provisions of this section will not apply to any legal action taken by either party to seek an injunction or other equitable relief in conjunction with any intellectual property claim or claim related to unauthorized access to data through the Platform or the Services (including, but not limited to, claims related to patent, copyright, trademark, and trade secrets, and claims relating to the access or retrieval of data through the Platform or the Services using an automated process such as scraping).
Timing of Claim. To help resolve any issues between you and us promptly and directly, you and Mercer agree that any Dispute Notice must be sent, or that any small claims or injunctive relief complaint permitted under this Requirements of Arbitration section must be filed, within one year after the events giving rise to the Dispute arise; otherwise, the Dispute is waived.
No Class Actions. You and Mercer agree that any Dispute will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.
Opt-out. You can choose to reject this arbitration agreement by sending us a written opt-out notice (“Opt-Out Notice”) within 30 days following the date you create an Account or use the Platform by email at mercervoluntarybenefits@mercer.com or by mail at 12421 Meredith Drive, Suite 300, MK1, Urbandale, IA 50398. If mailed, the Opt-Out Notice must be post-marked no later than 30 days following the date you use the Platform. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the arbitration agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may enter with Mercer.
Governing Law
You agree that (i) the Platform and the Services shall be deemed solely based in New York; and (ii) the Platform and the services provided through the Platform shall be deemed a passive service that does not give rise to personal jurisdiction of us, either specific or general, in jurisdictions other than New York. The internal substantive laws of the State of New York, United States of America, govern these Terms of Use in all respects, without regard to the United Nations Convention on Contracts for the International Sale of Goods and any amendments thereto, the application of which is expressly excluded. Your conduct may be subject to other laws. Subject to the arbitration provisions for Arbitral Claims in the "Requirement of Arbitration" section above, you expressly agree that exclusive jurisdiction over any dispute arising from your use of the Platform or the Services resides in the federal and state courts located in the borough of Manhattan, New York City, New York. You further agree and expressly consent to the exercise of personal jurisdiction in the State of New York in connection with any dispute or claim involving the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including this paragraph.
USE AND VALIDITY OF E-MAIL NOTICES; E-MAIL ACCOUNT
By providing your e-mail address to Mercer, you agree that Mercer and its Providers may provide, and that you will accept and receive, all required notices from us electronically, to that e-mail address or such other e-mail address as you designate. If you wish to receive notices at another address, it is your responsibility to notify us of any updates or changes, as appropriate, by updating your user profile and contact preferences. Required and other notices and communications from us will be either in the text of the applicable e-mail or through an embedded link to the appropriate page on our App. Notwithstanding the foregoing, Mercer may in its sole discretion from time to time elect to provide required notices or other communications to you by any other means it deems appropriate.
General Provisions
Interpretation. All headings and section-by-section summaries are provided only for convenience and are not legally binding in any way.
Severability. It is the intent of the parties that the provisions of these Terms of Use shall be enforced to the fullest extent permitted by applicable law. To the extent that these Terms of Use or any word, phrase, clause or sentence therein is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified, deleted, or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these Terms of Use as modified, enforceable and the balance of these Terms of Use shall not be affected thereby, the balance being construed as severable and independent.
Injunctive Relief. You acknowledge that Mercer will be irreparably harmed if your obligations under these Terms of Use are not specifically enforced and that it would not have an adequate remedy at law in the event of an actual or threatened violation by you of your obligations. Therefore, you agree that Mercer will be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by you without the necessity of posting a bond, showing actual damages or that monetary damages would not afford an adequate remedy.
Entire Agreement. These Terms of Use constitute the entire agreement between us with respect to the Platform and the Services and supersede any and all prior proposals, understandings, representations, and/or agreements, whether oral or written, and all other communications between us regarding the Platform and the Services.
Transfer/Assignment. You may not pledge or otherwise encumber, nor assign, transfer or otherwise dispose of your access, or any of your rights or obligations under these Terms of Use, in whole or in part, to any other party, without Mercer’s prior written consent. Any purported assignment in violation of this paragraph will be void and constitute a material breach of these Terms of Use. Mercer may pledge or otherwise encumber, as well as assign, transfer or otherwise dispose of these Terms of Use to any affiliate of Mercer, and/or in connection with any merger, consolidation or sale or other transfer of all or substantially all of the assets to which these Terms of Use relate (and, for the avoidance of doubt, any subsequent assignees or successors shall have the same transfer rights to affiliates and successors and assignees). These Terms of Use are binding upon and shall inure to the benefit of all parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns.
Third Party Beneficiaries. Neither these Terms of Use nor access and use of the information on the Platform or the Services or the provision of the Platform and the Services is intended to confer any right or benefit on any third party (other than the Providers and Mercer’s affiliates as expressly provided herein).
Contact Information
Any legal notices by you to Mercer relating to these Terms of Use should be sent by you to Mercer by e-mail to the following address mercervoluntarybenefits@mercer.com.
Should you have questions regarding these Terms of Use, you may contact Mercer by writing to Mercer Health & Benefits LLC, 1166 Avenue of the Americas, New York, NY 10036 USA, Attention: Mercer IndigoSM