Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Hat Rack Group, LLC (“GuideRelay,” “we,” “us,” or “our”) and the organization that registers for or uses the GuideRelay service (the “Customer,” “you,” or “your”). By creating an account, clicking “I agree,” or using the Service, you accept these Terms. If you are accepting on behalf of an agency or company, you represent that you have authority to bind that organization.

1. The Service

GuideRelay is a client-relationship operating system built for Medicare insurance agencies — a software platform for organizing prospects, clients, policies, tasks, renewals, events, and related agency workflows, including optional AI-assisted features. We may add, change, or remove features over time. We will not make a material reduction to the core functionality of a paid plan during your then-current billing term without notice.

2. Accounts and Authorized Users

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for the acts and omissions of the agents, staff, and other people you permit to use the Service (“Authorized Users”). You must keep credentials confidential, enable multi-factor authentication where offered, and notify us promptly of any unauthorized access. Authorized Users must be at least 18 years old and use the Service for business purposes only.

3. Customer Data and Ownership

“Customer Data” means the information you and your Authorized Users submit to the Service, including client records, policy details, notes, and documents. As between the parties, you own your Customer Data. You grant us a limited, non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide, secure, and support the Service. We may create and use aggregated or de-identified data (which cannot reasonably be used to identify you, your clients, or any individual) to operate and improve the Service.

4. Protected Health Information (HIPAA)

The Service is designed to handle protected health information (“PHI”) that your agency maintains about Medicare beneficiaries. With respect to PHI, GuideRelay acts as a Business Associate, and the parties’ separate Business Associate Agreement (“BAA”) governs the receipt, use, disclosure, safeguarding, and return or destruction of PHI. If there is any conflict between these Terms and the BAA with respect to PHI, the BAA controls. You are responsible for having a lawful basis to collect and process the information you place in the Service and for your own compliance obligations as a covered entity, business associate, or third-party marketing organization, including applicable CMS, HIPAA, TCPA, and state requirements.

5. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload PHI or other sensitive data outside the fields and features intended for it, or send PHI to any feature or integration not covered by the BAA;
• send unlawful marketing or communications, or use the Service to contact individuals without a lawful basis or required consent (including under the TCPA and state law);
• probe, scan, or test the vulnerability of the Service, circumvent security or access controls, or attempt to access another customer’s data;
• reverse engineer, resell, or build a competing product from the Service, or use it to develop a competing service;
• introduce malware, or interfere with or place undue load on the Service.

6. AI-Assisted Features

The Service may offer AI-assisted features that summarize records, suggest next steps, or draft language for your review. These features are assistive only. Output may be inaccurate or incomplete and must be reviewed by a qualified person before it is relied upon or sent. GuideRelay does not provide medical, legal, tax, insurance, or compliance advice, does not recommend Medicare plans, does not determine eligibility, and is not a substitute for the judgment of a licensed agent. You are solely responsible for all decisions, advice, and communications you make using the Service.

7. Fees, Billing, and Taxes

Paid plans are billed in advance through our third-party payment processor (Stripe) on the cycle shown at purchase, and subscriptions renew automatically for successive terms unless canceled before renewal. Fees are non-refundable except where required by law or expressly stated. You authorize recurring charges to your payment method, and you are responsible for any taxes other than taxes on our net income. If a payment is overdue, we may suspend the Service after notice. We may change prices effective as of your next renewal term with prior notice.

8. Intellectual Property

We and our licensors own all rights in the Service, including its software, design, and trademarks. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, subject to these Terms. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction. You receive no rights except those expressly granted here.

9. Third-Party Services

The Service relies on third-party providers (for example, Amazon Web Services for hosting and AI, and Stripe for payments) and may interoperate with services you choose to connect. We are not responsible for third-party services, and your use of them is governed by their terms. We engage subprocessors only under written confidentiality and data-protection obligations consistent with the BAA and our Privacy Policy.

10. Confidentiality

Each party may access the other’s non-public information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and subprocessors who need it and are bound by similar obligations. This section does not limit the BAA, which governs PHI.

11. Term, Suspension, and Termination

These Terms apply while you use the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. We may suspend the Service immediately if your use poses a security risk, may harm us or others, or violates Section 5. On termination, your right to use the Service ends. We will make Customer Data available for export for a limited period after termination as described in the BAA and our Privacy Policy, after which we may delete it in the ordinary course, subject to legal retention requirements.

12. Disclaimers

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, and we do not warrant or guarantee any particular outcome, sales result, or that your use of the Service will achieve or maintain regulatory compliance. Compliance with HIPAA, CMS, TCPA, and other laws remains your responsibility.

13. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Except for your payment obligations and each party’s indemnification obligations, each party’s total liability arising out of or relating to these Terms will not exceed the amounts you paid to us for the Service in the twelve months before the event giving rise to the liability. Nothing in this section limits liability that cannot be limited under applicable law. Obligations relating to PHI are governed by the BAA.

14. Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms or law, or your communications with clients or prospects. We will defend and indemnify you against third-party claims that the Service, as provided by us, infringes that third party’s U.S. intellectual-property rights.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. The state and federal courts located in Washington will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-product notice). Your continued use of the Service after the changes take effect constitutes acceptance.

17. General

These Terms, together with the BAA and our Privacy Policy, are the entire agreement between the parties regarding the Service. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. Sections that by their nature should survive termination will survive.

18. Contact

Questions about these Terms? Contact us at legal@hatrackgroup.com.