These terms (the “Customer Terms”) are agreed by Level Benefits, Inc., a Delaware corporation doing business as Level and Level Administrators (together with its affiliates, “Level”) and the organization purchasing or receiving services from Level (“Customer,” and together with Level, the “Parties”). These Customer Terms govern the use and purchase of services provided by Level (“Services”) by Customer.
By purchasing the Services, Customer agrees to these Customer Terms, as well as the Platform Terms of Service (“Platform Terms”) that govern the use of the Services, and all policies and guidelines applicable to the Services or incorporated by reference herein. You also agree to any additional terms specific to the Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). You should read all of our Terms carefully.
Additional Terms
Subject to the rights and obligations under the Terms, Level will provide the Services purchased by Customer for the period purchased by Customer (the “Term”). Services may include, but are not limited to access to a Level Account (as defined below), the provision of Level Cards and Level's administrative tools and services as set forth below. Level may change existing Services or provide new Services at any time in accordance with our Modifications obligations under these Terms.
Level may provide a website login or mobile application (“Level Account”) to Customer or eligible individuals designated by Customer (“Members”). Level reserves the right to terminate any Level Account that violates these Customer Terms, the Platform Terms or other applicable terms, policies, or guidelines. Customer will be solely responsible for use of the Services, including any Level Account, by its employees, agents, brokers, representatives, contractors, and Members and their dependents.
Level will provide Members with virtual or physical payment cards (“Level Card(s)” or “Card(s)”) which are issued by a payment card network principal issuing member ("Issuer"). Card use and availability are subject to the Member Terms (available at www.level.com/legal/member-terms), applicable law and any usage restrictions of the relevant Services or other applicable terms, policies, or guidelines. Customer must ensure that Members are aware of and abide by all applicable Terms. The Cards allow Members to access funds provided or otherwise made available by Customer to Level. Funds are loaded or deposited by Level into a clearing account (“Clearing Account”) and used to cover Members’ applicable benefits or other Services (“Card Transactions”). Cards may only be used to pay for expenses allowable under the Services and may not be used for other personal, family, household or business expenses (“Non-Qualified Expenses”).
Customer Responsibility. Customer is responsible for payment of all Card Transactions. Customer will be liable for all charges to a Card to the fullest extent of the law, including authorized Card Transactions which subsequently are determined to have been payments for Non-Qualified Expenses. Level may engage Members directly to seek reimbursement from Members for Non-Qualified Expenses but is not required to do so. Customer agrees to cooperate in good faith with Level to recover funds from Members for Non-Qualified Expenses.
Card Fraud; Lost or Stolen Cards. Customer will notify Level within 24 hours if Customer becomes aware of any attempt by any person to obtain or use a Card by fraud, including, but not limited to, unauthorized Card use, provider fraud, or fraud committed by an employee of a Party or any of its third-party service providers (“Card Fraud”), or any loss or theft of a Card, by contacting Level at support@level.com or (855) 400-5705. Level and Customer will cooperate to reduce Card Fraud and engage in any commercially reasonable efforts to locate and prosecute the perpetrator of any Card Fraud. Customer agrees that it is responsible for and liable for any losses attributable to Card Fraud unless such expenses and losses were caused by the actions or inactions of Level (or a system under the control of Level).
Card Cancellation and Suspension. If Customer desires to terminate use of a Card by a Member, Customer will notify Level of the reason for such termination (e.g., fraud, improper usage, termination of employment), and Level will promptly terminate such Card. In addition, Level reserves the right, in its sole discretion, to suspend, terminate or otherwise limit a Member’s use of a Card and will provide Customer with notice of such action.
Payment Card Industry Data Security Standards ("PCI DSS"). Level shall at all times remain in compliance with applicable PCI DSS requirements when storing, processing, or transmitting cardholder data on Customer’s behalf or to the extent that Level could impact the security of the Customer's cardholder data environment.
Eligibility and Enrollment. Level will enroll employees and their dependents in the plan in accordance with information provided by Customer. Coverage for an individual will begin on the enrollment start date that is provided by Customer. Unless otherwise specified by Customer, coverage will end on the last day of the month in which Customer identifies an individual as ineligible. Level will be entitled to rely on the eligibility information Customer provides, and Level reserves the right to limit retroactive enrollments and disenrollments to a maximum of thirty (30) days prior to the date notice is received. If Benefits are provided to a Member who is later determined to have been ineligible, and if the payment is a result of Customer providing inaccurate information to Level (e.g., incorrectly advising Level that the individual was eligible and enrolled, or failing to notify Level that the Member had become ineligible), Customer will remain financially responsible for the payment of the Card Transaction.
Customer Service. Level will provide Members access to customer service consistent with industry standards, including access to customer service representatives within normal business hours.
Reports. Level will provide Customer with standard reports as generally provided to Level’s customers. These reports will usually include a financial summary, enrollment summary, and utilization summary. Additional reports may be available upon Customer’s reasonable request.
Service Fees. Customer will remit payment owed for the Service Fees set forth in the applicable Order Form to Level by connecting at least one deposit or other similar type of bank account to the Services. Unless stated otherwise on the applicable Order Form, Service Fees will be due and payable five (5) calendar days after the conclusion of the billing cycle. All Services Fees are non-refundable except as required by law or specified herein. Level may suspend or terminate the Services if Service Fees are past due. If a Federal, State, or other governmental authority imposes upon Level any tax, charge, fee or offset on account of any Services provided, Customer will reimburse Level for the amount of such tax, fee, charge or offset. Level reserves the right to adjust amounts owed for the Services if, at any time during the Term, Customer makes a change to the Plan that results in a material increase in the services provided hereunder. Level will provide Customer commercially reasonable advance notice and an opportunity to re-evaluate the change prior to any adjustment to the amounts owed for the Services.
Funding for Benefits. Customer agrees to fund a minimum balance in order to facilitate the prompt payment of Benefits (“Minimum Balance”). The Minimum Balance is calculated as a percentage of the maximum Benefit plan liability. The Minimum Balance is loaded or deposited by Level into a Clearing Account and Customer authorizes Level to transfer additional funds from the Linked Account (as defined below) as needed to maintain the Minimum Balance. Customer’s failure to fund the Minimum Balance may result in the suspension or termination of access to Level Cards and related Services. Level will pay Customer the amount of the remaining Minimum Balance at expiration or termination of this Agreement or an applicable Order Form to Customer or the Linked Account no more than sixty (60) days following the date of such expiration or termination. Level reserves the right to adjust the Minimum Balance if it determines, in its sole discretion, that the amount furnished is not sufficient to fund payments initiated.
Information and Services Design. Customer will respond to questions in Level’s onboarding process on a timely and accurate basis. Customer will provide Level with such records and information as reasonably requested by Level to enable Level to provide the Services and to comply with applicable law. The failure of Customer to provide any information required by this provision may result in suspension or termination of the Services.
Required Information for Level Cards. Level operates a compliance program for the Level Card that is designed to: (i) prevent terrorism and money laundering activities, (ii) fulfill its legal and contractual obligations, and (iii) prevent fraud, other harm and illegal activity. Customer understands and agrees that, in order to administer the compliance program, Level may be obligated to obtain, verify, and record business information (including, but not limited to, contact information, registered business name and state of incorporation, the business address, and ownership details) and personal information (including, but not limited to, the name, contact information, date of birth and other identifying information) of users, beneficial owners and other Customer representatives from time to time. Customer acknowledges that Level and its banking and payment processing partners service providers may request and use the information provided to administer the compliance program, including to determine whether Customer or any beneficial owners or representatives are included on any U.S. Office of Foreign Asset Control (“OFAC”) or other governmental authority list. Customer agrees to provide all relevant information in a form satisfactory to Level and at Level’s request. Customer represents and warrants that such information is true, accurate, current and complete and that neither Customer nor its beneficial owners or representatives are currently on nor will they be subject to a OFAC list, or any other law, regulation, or other list of any government agency that prohibits or limits Level from permitting use of the Level Card or Services.
Authorized Representatives. Customer will provide Level the name and/or title of at least one individual who is authorized to act for Customer in connection with the Terms. Customer will notify Level immediately in writing of any change to these authorized representatives. Customer will hold harmless and indemnify Level for any actions Level takes at the direction of Customer’s authorized representatives, including actions taken during a period after Customer has reduced or terminated the authority of an authorized representative but before Level has been notified of the same.
International Plans. If Customer makes any Level Services available to Members outside the United States, Customer is responsible for ensuring that the Plans provided through those Services comply with applicable local law, including local employment law. Customer also understands that Level’s Services may not be available in all relevant local languages.
Linked Account(s). Customer must, at all times, maintain at least one deposit or other similar type of bank account that is held with a financial institution and is linked to or otherwise authorized for use through Customer’s Level Account (“Linked Account”). Customer represents and warrants that the account is a commercial account of Customer that was not opened primarily for personal, family or household purposes and that Customer has the right to authorize Level to charge the Linked Account, and that Customer will maintain the Linked Account information to be accurate and up to date. Customer will indemnify and hold Level harmless from any claims by any other owner of the Linked Account. Level does not take any responsibility for payment made into or out of the wrong account based on information provided by Customer or on its behalf. Customer shall promptly notify us in writing of any changes to the Linked Account.
Sufficient Funds. Customer agrees to maintain a balance in the Linked Account that is sufficient to fund all payments Customer, Members or Level initiate, and that Level is not responsible for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by the failure to maintain a sufficient balance in the Linked Account. Customer agrees that if there are insufficient funds in the Linked Account, Level may (but is not obligated to) advance the funds to make initiated payments. Customer agrees to pay Level promptly on request for any amounts that we have provided to fund any payment we make on Customer behalf.
Payment Authorization. Customer authorizes Level and its service providers to debit and credit the Linked Account for all payments and other amounts owed in connection with the Services or under this Agreement when due (“Payment Authorization”). The Linked Account may be automatically debited for the full amount owed as identified in the statement at the end of each billing cycle. Such charge may take the form of a direct check, an ACH debit, or other form of funds transfer, in Level’s sole discretion. Customer appoints Level as its agent for the limited purpose of providing the Services.
Failure to Pay. Any payments or amounts owed under these Terms or the Order Form that are not paid on time may be collected from any Linked Account that is currently linked. Any failure to pay the full amount owed or due to Level when required is a breach of the Terms.
Subprocessors. Payment processing services for any payments made through or in connection with the Services may be provided by a third party subprocessor. Customer authorizes Level to share payments information with its third party subprocessors in accordance with Level’s Privacy Policy. By agreeing to the Terms Customer acknowledges and agrees that Level may use these and any additional third party subprocessors, and it is bound by the applicable terms, conditions and privacy policies of any applicable third party subprocessor identified in the Partners Terms (available at https://level.com/legal/partner-terms), as those may be modified from time to time.
Consent to Electronic Communications. By accepting these Terms and connecting the Linked Account, Customer electronically signing these Terms and providing consent to receive electronic communications in relation to Customer’s Payment Authorization. Upon request, we will provide a paper copy of the Payment Authorization. If Customer wishes to withdraw its consent to receive electronic communications, it should disconnect the Linked Account from its Level Account, and in doing so may no longer be able to use certain Services in relation to the Level Account.
Invalidation. Payments may be invalidated and reversed by Level if, among other reasons, Level sent the payment in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated the Terms or any other agreement with Level. Customer agrees that Level may charge a service fee for any returned payment, including, but not limited to, returns resulting from insufficient funds in the Linked Account, the fact that the Linked Account is closed, or because Level was provided incorrect account or routing information.
Stop Payments. If Customer arranges a scheduled recurring payment, it may be able to stop payment of any scheduled recurring payment by notifying the bank or other financial institution where the Linked Account is located. However, Level will continue to charge the Linked Account for that payment and for other recurring payments until the expiration date set for the payments or the date Customer cancels the recurring payments through the Services, whichever occurs sooner. Level may charge a fee if the ACH charge to the Linked Account is rejected or returned to us because Customer has instructed its bank or financial institution to stop the recurring payment.
Confidential Information Definition. Customer’s Confidential Information includes confidential and/or proprietary information relating to Customer’s systems, procedures, business practices, and other non-public information about Customer. Level’s Confidential Information includes confidential or proprietary information relating to its systems, methodologies, business practices, claims processing practices, claims payment practices, and non-public information about Level. Level’s Confidential Information also includes information relating to providers in its networks, including negotiated fees, terms and discounts, and provider information including but not limited to provider tax identification numbers and social security numbers. Level’s obligations regarding “protected health information” or “PHI” as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) are set forth in a Business Associate Agreement between Level and Customer, if applicable.
Obligation. Each Party agrees to treat the other Party’s Confidential Information in strict confidence and will institute commercially reasonable safeguards to protect this information. Neither Party will disclose the disclosing Party’s Confidential Information to any other person or entity without the disclosing Party’s prior written consent. However, each Party may disclose the other Party’s Confidential Information to its subcontractors, consultants, agents or auditors who need to know such information in order to meet its responsibilities and obligations under the Terms, provided that such third party is subject to confidentiality obligations substantially similar to those contained herein.
Exceptions. The use or disclosure of information is not restricted if it is: (i) public knowledge other than as a result of a breach of the Terms; (ii) independently developed by a Party not in violation of the Terms; (iii) made available to a Party by any person other than Level or Customer, provided the source of such information is not subject to any confidentiality obligations with respect to it; or (iv) is required to be disclosed pursuant to law, order, regulation or judicial or administrative process, but only to the extent of such required disclosures and after reasonable notice to the other Party, if such notice is allowed by law.
Reservation of Rights. Except as may be explicitly set forth in the Terms, nothing herein will be construed as an implied license by a Party to use the other Party’s name, trademarks, domain names, or other intellectual property.
Brands. Level may publicly reference Customer as a Level customer on our website or in other communications during the Term. Customer grants Level a limited license to use Company trademarks or service marks for this purpose. Please email legal@level.com if you prefer that we not identify you as a Level customer, and we will remove references to you on our website or in other public-facing communications. Customer has no license to use the Level trademarks or derivative marks (“Brands”) and nothing in the Terms will be deemed to grant a license to Customer to use the Brands.
Suggestions. Level may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sub-license, any feedback, comments or suggestions that Customer or its Members send Level or post in Level’s forums, without any obligation to Customer. For clarity, any such feedback, comments or suggestions provided to Level will not be deemed Customer’s Confidential Information.
Limitation on Liability. Neither Party will be liable for indirect, incidental, special, consequential, punitive, exemplary or multiple damages (other than by statute), including without limitation, any damages resulting from business interruption, loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with the Terms or either Party’s performance hereunder or of any other obligations relating to the Terms, even if the Party has been advised of the likelihood of those damages. To the extent permitted by applicable law, the aggregate liability of either Party to the other Party (and any entity claiming by or through a Party) arising directly or indirectly out of the Terms will not exceed the greater of (i) an amount equal to Service Charges paid or owed by Customer to Level over the twelve (12) months prior to the relevant claim, and (ii) $100.
Indemnification. The limitation on liability in the preceding paragraph will not apply to indemnification claims under the Terms.
Level’s Services will automatically renew at the end of each Term, unless terminated with sixty (60) days’ prior written notice to the other Party prior to the end of the then-current term. Level’s Services may otherwise be terminated in the following circumstances and as outlined in the Modifications section below. Customer may choose to pay out any notice period.
Without Cause. Either Party may terminate the Services without cause, upon sixty (60) days’ prior written notice to the other Party provided however, that Customer will remain responsible for payment of the Service Fees owed for the remainder of the then current Benefit plan coverage period.
Breach. Either Party may terminate the Services for a material breach by the other Party, by providing the breaching Party with a written notice specifying the breach, and allowing the breaching Party thirty (30) days to cure the breach.
Customer’s Inability to Meet Funding Obligations. If Customer becomes insolvent or avails itself of the protection of the federal Bankruptcy Code, or if Level has a reasonable belief that either of these events are imminent, Level may request adequate assurance from Customer of Customer’s ability to meet its financial obligations to Level. If such assurances are not furnished to Level within fourteen (14) days, or are not satisfactory in Level’s reasonable judgment, Level may immediately terminate the Services. Level will not be required to extend any credit on Customer’s behalf and will only disburse any payments, if relevant, following actual receipt of adequate funds to cover such payments.
Administration After Termination. Unless requested otherwise by Customer, Level will complete the processing of all requests for reimbursement of Qualified Expenses for thirty (30) days after the date of termination. The relevant terms of the Terms will continue to apply during this period, including Customer’s obligation to maintain a Minimum Balance in order to facilitate the prompt payment of Benefits.
Customer shall have the right, but not the obligation, to audit Level’s performance of its Plan administration functions hereunder. Customer’s audit shall give precedence to reporting and other tools available in the Services and shall be limited in scope as reasonably necessary and required to ascertain Benefits paid and compliance with this agreement. Audits shall be performed with at least thirty (30) days’ advance notice, and will be conducted during normal business hours. The audit shall be performed no more frequently than once during a twelve (12) month period, and all corresponding fees, costs and expenses shall be borne by Customer.
Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party. If a dispute is not resolved within 30 days of notice, Customer or Level may bring a formal proceeding.
Agreement to Arbitrate. Customer and Level agree to resolve any claims relating to the Terms through final and binding arbitration, except as set forth below. JAMS will administer the arbitration. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.
Exception to Agreement to Arbitrate. Either Party may bring a lawsuit in the federal or state courts of New York County, New York solely for injunctive relief to stop infringement of a Party’s intellectual property rights, breaches of confidentiality, or to join the other Party to a third party claim related to that Party’s indemnification obligations, without first engaging in the informal dispute notice process described above. Both Customer and Level consent to venue and personal jurisdiction there.
NO CLASS ACTIONS. Customer may only resolve disputes with Level on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
Entire Agreement. The Terms, together with all internally referenced additional agreements, terms and conditions, and other legal documents, contains all the terms and conditions agreed upon by the Parties, and supersedes all other agreements, express or implied regarding the subject matter. In the event of conflict, the following order of precedence will apply: (i) Business Associate Agreement, (ii) Order Form (if applicable), (iii) Stop-Loss Terms, (iv) ERISA Benefit Plan Terms, (v) Customer Terms, then (vi) the Platform Terms.
Independent Contractors. In performing its duties and obligations pursuant to the Terms, each Party will at all times be acting and performing as an independent contractor. Nothing in the Terms will be construed or deemed to create a relationship of employer and employee or partner or principal and agent.
Applicable Law and Venue. Except to the extent governed by ERISA and other federal laws, the Terms will be governed by the laws of the State of New York. Each Party consents to the jurisdiction of courts in New York County, New York, and waives any venue or inconvenient forum defense to any proceeding filed and maintained in such courts.
Waivers. A Party’s failure to enforce any provision of the Terms will not be construed as a waiver.
Modifications. Level reserves the right to revise the Terms and Service from time to time. We will notify Customer if an update materially negatively impacts Customer’s rights or obligations under the Terms (an “Update Notice”), and such an update will be effective no fewer than 30 days after the Update Notice. Within thirty (30) days’ receipt of an Update Notice, Customer has the right to terminate its purchase of Level’s Services with at least sixty (60) days’ written notice (the “Customer Notice Period”). During the Customer Notice Period the relevant updates to Terms will not be effective with respect to Customer.
Assignment. Neither Party may assign its rights or obligations pursuant to the Terms without the prior written consent of the other Party (not to be unreasonably withheld or delayed), provided that Level may assign its rights and obligations, in whole or in part, pursuant to the Terms to (i) any of its affiliates, or (ii) in connection with any merger, consolidation or reorganization involving Level (regardless of whether Level is a surviving or disappearing entity), or a sale of all or substantially all of Level’s business or assets relating to the Services to an unaffiliated third party.
Third Party Beneficiaries. This is an agreement for the sole and exclusive benefit of the Parties. It is not intended to confer, and does not confer, any benefits on third parties.
Delay. Level will not be responsible for delay in the performance of its duties under the Terms or for non-performance hereunder, if such delay or nonperformance is caused or contributed to in whole or in part by the failure of Customer or a Member to promptly furnish any required information or documents or otherwise perform its obligations under the Terms.
Survival. Following termination, any section of the Terms that by its nature should survive, will survive and continue in effect and will inure to the benefit of and be binding upon the Parties and their legal representatives, heirs, successors and assigns.
Notices. All notices and other communications under the Terms will be in writing, including electronic mail (if to Level, to legal@level.com). All notices and other communications under the Terms will be deemed to have been duly given when received.
Last updated: November 10, 2023
