Terms of Service for MedicareBookExchange.com (Broker Book Xchange LLC)

Broker Book Xchange LLC, a New York limited liability company with its principal place of business in Albany, New York (the "Company"), operates the website and related services available at www.medicarebookexchange.com (collectively, the "Platform"). The Company's mailing address for notices is 418 Broadway, Ste R, Albany, NY 12207.

The Platform is a private, online marketplace where licensed U.S. Medicare brokers and agencies list, buy, and sell Medicare books of business. Users negotiate deal terms off the Platform and close transactions using Escrow.com. Platform fees, including subscriptions, listing fees, and marketing fees, are processed via Stripe.

These Terms of Service (these "Terms") form a binding contract between the Company and any person or entity that accesses or uses the Platform. By accessing or using the Platform, creating an account, or clicking "I agree," you acknowledge that you have read, understood, and agree to be bound by these Terms, including a mandatory arbitration agreement seated in Albany County, New York and a class action waiver. The Platform is offered for use only in the United States. Browsing the Platform constitutes acceptance of the posted Terms; registered users will be required to click to accept during sign-up and upon material updates. If you do not agree to these Terms, do not access or use the Platform.

1. Key Definitions

For purposes of these Terms:

2. Eligibility and Account Registration

The Platform is offered only to Users located in the United States for Transactions involving U.S. Medicare Books of Business. You must be at least 18 years old and have legal capacity to contract. If you register or use the Platform on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity.

Users must be properly licensed and appointed as required by applicable federal and state insurance laws and regulations for any activities they engage in. The Company conducts NPN Verification only, and does not verify state-by-state licenses or appointments.

Each account is tied to a single NPN and may not be shared. Organization or agency accounts with multiple authorized users are not currently permitted. You must provide your legal name, NPN, business name, contact email, and any documents we request, and keep all information accurate and current.

You are responsible for safeguarding your credentials, enabling any required multi-factor authentication, and promptly notifying Support@MedicareBookExchange.com of any suspected compromise. The Company may approve, deny, or suspend accounts at its discretion, including if verification cannot be completed.

3. Verification Scope and User Compliance Responsibilities

The Company checks for an active NPN at onboarding and may re-check periodically. The Company does not verify state-specific insurance licenses, carrier appointments, errors and omissions coverage, or compliance with Centers for Medicare & Medicaid Services ("CMS") or Department of Insurance ("DOI") rules.

You represent and warrant that you hold, and will maintain throughout your use of the Platform and any Transaction, all licenses, appointments, registrations, and authorizations required by law and contract; that you will comply with Medicare/CMS marketing rules, applicable DOI rules, anti-kickback and anti-rebating laws, and all contractual obligations (including carrier, FMO, or agency agreements); and that your use of the Platform will be lawful.

Upon request, you will promptly provide documentation of licensure, authority, and compliance. Failure to do so may result in suspension or removal of Listings or your account.

4. Acceptable Use and Prohibited Content/Conduct

You may use the Platform only for lawful purposes and in accordance with these Terms. Without limitation, you agree not to:

1. Submit, upload, post, or share any PHI or personal identifiers of any beneficiary or prospect. Examples include names; addresses; full 5-digit ZIP combined with any date element (including year); phone numbers; email addresses; SSNs; Medicare/MBI numbers; policy numbers linked to individuals; dates of birth; and medical or health data. You must de-identify all datasets and Listings.
2. Post or transmit content that violates law; infringes or misappropriates intellectual property, privacy, or publicity rights; discloses third-party confidential information; or violates your carrier, FMO, or agency contracts.
3. Misrepresent your identity, credentials, licenses, authority, Listings, or offers; engage in shill bidding, fake offers, fraud, or impersonation.
4. Circumvent or attempt to circumvent escrow requirements or Platform Fees. All Transaction consideration must flow through Escrow.com.
5. Engage in antitrust violations, including collusion, price-fixing, bid-rigging, or market/customer allocation.
6. Scrape, harvest, or collect data from the Platform by automated means; reverse engineer, decompile, or attempt to derive source code; interfere with or disrupt the Platform; or introduce malware, viruses, or harmful code.
7. Access or use the Platform from outside the United States, or if you or your organization are subject to embargoes, sanctions, or are otherwise prohibited under U.S. law.

5. Listings and User Content Standards

Listings must include only high-level, de-identified information about a Book of Business, such as number of policies, product mix, average age bands, commission structure, general geography without full ZIP codes, revenue run-rate, and growth trends. Do not include PHI or any other personal identifiers.

You must ensure that all Listings and User Content are accurate, not misleading, and kept current. You represent that you own or have the necessary rights to post your User Content and to offer any Book of Business for sale without violating law or contract.

You grant the Company a non-exclusive, worldwide, royalty-free license to host, display, reproduce, modify (for formatting), and distribute Listings and related materials solely to operate, market, and improve the Platform.

The Company may refuse, remove, or edit any Listing or User Content at any time, including where it contains PHI; poses legal, regulatory, or contractual risk; appears inaccurate or misleading; is reported as infringing; or fails to meet quality standards. Examples include Listings with personal identifiers, unverifiable metrics, prohibited claims, or attempts to bypass escrow or Fees.

The Company maintains a repeat infringer policy and may terminate accounts that repeatedly infringe intellectual property rights. The Company may remove or decline to store User Content after termination or for policy violations and has no obligation to maintain or return User Content except as required by law.

6. Role of the Platform; What the Company Is and Is Not

The Company is not a broker, agent, escrow agent, fiduciary, or party to any Transaction between Users. Users negotiate deal terms off the Platform and close via Escrow.com. The Company does not provide legal, financial, tax, or insurance advice. Users must conduct their own due diligence and obtain professional advice as needed.

NPN Verification is limited and is not an endorsement or guarantee. Users must independently confirm all licenses, appointments, authority, and deal terms. The Company does not guarantee that Listings will sell, that buyers will be found, or that Transactions will close.

To the maximum extent permitted by law, you release the Company from claims, demands, and damages arising out of or relating to user-to-user dealings, communications, Transactions, and disputes, except to the extent caused by the Company's intentional misconduct.

7. Transaction Framework and Mandatory Escrow

All consideration and funds for Transactions must be processed through Escrow.com. Failure to use Escrow.com for a Transaction is a material violation of these Terms and may result in suspension or termination.

By using the Platform, you agree to the terms of Escrow.com (available at https://www.escrow.com/escrow-101/terms-of-use) and Stripe (available at https://stripe.com/legal), each as amended from time to time, which are incorporated by reference.

A typical Transaction may involve:

• Off-Platform agreement on material terms (e.g., LOI or term sheet)
• Opening an Escrow.com transaction
• Exchange of de-identified diligence materials
• Satisfaction of closing conditions
• Transfer mechanics
• Disbursement of funds through Escrow.com

The Company may require proof that an escrow has been opened or closed and may suspend Users who circumvent or attempt to circumvent escrow.

Escrow failures, chargebacks, holds, KYC delays, reversals, and disbursement disputes are solely between Users and Escrow.com. The Company is not responsible for escrow timing, holds, underwriting, compliance reviews, KYC/AML decisions, or payment reversals.

Users are responsible for all taxes, forms, and regulatory notices related to their Transactions, including any applicable federal, state, and local taxes.

8. Fees and Billing (Stripe)

The Company charges Fees that may include monthly subscriptions, listing fees, and marketing or promotional fees. All Fees are processed via Stripe. Subscriptions automatically renew for successive periods unless canceled in accordance with the cancellation process disclosed on the Platform and within the stated timeframe before renewal (7 days). The Company may change pricing upon advance notice of 60 days via the Platform or email. New pricing will apply at the next billing cycle unless you cancel before renewal.

Users will receive invoices, confirmations, or receipts electronically via email or in-account notifications.

Refunds:

Where applicable, refunds will be processed through Stripe and subject to Stripe's processes and timelines. Chargebacks or disputed payments may result in suspension or termination.

Fees are exclusive of taxes. You are responsible for any applicable taxes, duties, and government charges. The Company may collect and remit taxes where required and will itemize such taxes on invoices as applicable.

Non-payment, chargebacks, or payment failures may result in suspension, removal of Listings, or termination.

9. Privacy; HIPAA Non-BAA and PHI Prohibition

The Company is not a HIPAA covered entity or business associate and will not execute business associate agreements for use of the Platform.

PHI is not permitted on the Platform. Even small datasets or combinations of data can re-identify individuals. If PHI is identified, the Company may remove it immediately, suspend or terminate the responsible account, and cooperate with regulators or law enforcement if required.

Use of the Platform is also subject to the Privacy Policy available at https://www.medicarebookexchange.com/privacy once posted. The Platform is designed to collect only business and account data necessary to operate the service and does not intend to collect or store PHI.

10. Intellectual Property (Company IP and User Content IP)

The Platform, including software, code, databases, designs, text, graphics, trademarks, service marks, and logos, is owned by the Company or its licensors. Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Platform for legitimate marketplace purposes.

You may not copy, scrape, frame, mirror, distribute, modify, publicly display, reverse engineer, or create derivative works of the Platform, or use the Platform to create or improve a competing product or service.

If you provide feedback, ideas, or suggestions, you grant the Company a perpetual, irrevocable, worldwide, royalty-free right to use and exploit them without restriction or compensation.

11. DMCA and Copyright Policy

The Company responds to notices of claimed copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA") and will remove or disable access to infringing material.

To submit a DMCA notice, provide:

1. A physical or electronic signature of the copyright owner or authorized agent
2. Identification of the copyrighted work claimed to be infringed
3. Identification of the material claimed to be infringing and information reasonably sufficient to permit the Company to locate the material
4. Your contact information
5. A statement that you have a good-faith belief that use of the material is not authorized
6. A statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorized agent

To submit a counter-notice, provide:

1. Your physical or electronic signature
2. Identification of the removed material and its prior location
3. A statement under penalty of perjury that you have a good-faith belief the material was removed due to mistake or misidentification
4. Your name, address, and phone number
5. Consent to the jurisdiction of the federal district court for your address (or Albany County, New York if outside the United States) and that you will accept service of process from the complaining party

Designated Agent: [● Name/Title], [● Email], [● Mailing Address]. The Company will register its designated agent with the U.S. Copyright Office; details will be posted when available.

Accounts that repeatedly infringe may be terminated.

12. Suspension and Termination

The Company may suspend or terminate accounts, remove Listings, or restrict access at any time with or without notice for policy violations; legal, regulatory, or contractual risk; non-payment; attempted escrow circumvention; suspected fraud or misconduct; or if required by law.

Upon termination, your access to the Platform will cease, active Listings may be removed, and any prepaid Fees will be handled per the applicable refund policy in Section 8. The Company may preserve data as necessary for legal compliance and has no obligation to maintain or return User Content except as required by law.

13. Third-Party Services and Links

Your use of Escrow.com and Stripe is subject to their respective terms, privacy policies, and processes. The Company is not responsible for their performance, security, compliance reviews, or decisions.

The Platform may contain links to third-party websites or resources. The Company is not responsible for, and does not endorse, such sites or resources. Access is at your own risk.

14. Disclaimers of Warranties

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Platform may experience downtime, delays, errors, or data loss. The Company does not warrant uninterrupted or error-free service or that defects will be corrected. The Company makes no service-level or support time commitments.

The Company makes no promises regarding the accuracy, completeness, or usefulness of Listings or outcomes of Transactions, and does not provide legal, tax, financial, or insurance advice. The Company is not affiliated with Medicare, CMS, HHS, or any government agency, and does not ensure compliance with DOI/CMS rules.

15. Limitation of Liability

To the maximum extent permitted by law, in no event will the Company be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or replacement costs, arising out of or relating to the Platform, Listings, Transactions, or these Terms, even if advised of the possibility of such damages.

The Company's total liability for all claims arising out of or relating to the Platform or these Terms will not exceed the greater of (a) the total Fees you paid to the Company in the 12 months preceding the event giving rise to the claim, or (b) $100 USD.

These limitations do not apply to the extent prohibited by applicable law and do not limit liability for the Company's intentional misconduct or to the extent such liability cannot be excluded under applicable law.

16. Indemnification by Users

You will defend, indemnify, and hold harmless the Company and its affiliates, and their respective directors, officers, employees, agents, and representatives, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Your Listings or User Content
2. Your Transactions and user-to-user disputes
3. Your violation of laws, regulations, or third-party rights (including intellectual property, privacy, or publicity rights)
4. Your submission or disclosure of PHI
5. Escrow, chargeback, or payment issues
6. Your breach of these Terms or of third-party terms (including Escrow.com and Stripe terms)

17. Dispute Resolution; Arbitration; Class Action Waiver

Before initiating arbitration, you must email Support@MedicareBookExchange.com with a detailed description of the dispute. The Company will have 60 days to review and attempt to resolve the matter. If unresolved after that period, either party may proceed to arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved as above will be finally resolved by binding arbitration seated in Albany County, New York, administered by AAA Commercial Arbitration Rules in English before one arbitrator. The arbitrator will have authority to award any relief available in court under law or equity, subject to the limitations of these Terms. Fees and costs will be allocated per the administrator's rules, and the arbitrator may award fees and costs as permitted by applicable law.

Class and jury waiver: You and the Company agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated, representative, or private attorney general action or proceeding. You and the Company waive the right to a jury trial.

Injunctive relief carve-out: Either party may seek temporary injunctive or equitable relief in a court of competent jurisdiction in Albany County, New York to protect intellectual property or prevent actual or threatened abuse of the Platform, pending final resolution in arbitration.

Small claims carve-out: Claims that qualify may be brought in small claims court in Albany County, New York.

18. User-to-User Disputes

Users are solely responsible for their negotiations, due diligence, contract terms, and dispute resolution with counter-parties, including through Escrow.com processes. You release the Company from claims arising out of interactions with other Users. You may report suspected fraud or policy violations to the Company; the Company may, but is not obligated to, investigate or take action.

19. Changes to the Terms

The Company may update these Terms from time to time. We will notify you by posting revised Terms with a new "Last Updated" date, and for material changes, by email or in-account notice. Your continued use after the effective date constitutes acceptance of the revised Terms. For subscriptions, changes to pricing or key terms will take effect at the next renewal with advance notice per Section 8.

20. Communications and Notices

You may contact the Company at Support@MedicareBookExchange.com for customer support and legal notices. Formal notices may also be mailed to the Company at 418 Broadway, Ste R, Albany, NY 12207. You must maintain a current email address on file; notices sent to your last provided email address are deemed received. You consent to receive records and notices electronically.

21. Geographic Restrictions; Export and Sanctions Compliance

The Platform is intended for use only in the United States. You will not access or use the Platform in violation of U.S. export, re-export, or sanctions laws. The Platform is not available to Users located in embargoed regions or who are listed on U.S. sanctions or denied-party lists.

22. Miscellaneous Legal Terms

These Terms are governed by the laws of the State of New York, without regard to its conflicts of laws rules, with arbitration seated in Albany County, New York as set forth in Section 17.

The Company may assign these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms or any rights or obligations hereunder without the Company's prior written consent, and any attempted assignment in violation of the foregoing is void.

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, epidemics, power or Internet failures, or actions by third-party platforms or service providers (a "Force Majeure Event").

If any provision of these Terms is found unenforceable, it will be severed and the remaining provisions will remain in full force. No waiver of any provision is effective unless in writing and signed by the waiving party, and no waiver of any breach constitutes a waiver of any other or subsequent breach.

These Terms, together with any policies referenced herein (including the Privacy Policy and the terms of Escrow.com and Stripe), constitute the entire agreement between you and the Company regarding the Platform and supersede prior or contemporaneous agreements on the subject. Headings are for convenience only and do not affect interpretation.

Any claim arising out of or relating to the Platform or these Terms must be filed within 12 months after the cause of action accrues, or else such claim is permanently barred, to the fullest extent permitted by law.

Provisions that by their nature should survive termination (including payment obligations, licenses granted by Users, disclaimers, limitations of liability, indemnities, and dispute resolution terms) will survive.

23. Acknowledgments Specific to the Medicare Space

You acknowledge that Medicare-related marketing, assignments, and transfers are highly regulated. You are solely responsible for compliance, including any beneficiary consent requirements, carrier approvals, or transfer restrictions that may apply.

You warrant that you are permitted to sell or transfer any Book of Business under your carrier, FMO, or agency agreements and that you will obtain all required third-party consents and approvals.

You agree that any data shared for diligence will be de-identified and that beneficiary-specific diligence will occur off the Platform under appropriate confidentiality measures. You will not use the Platform to transmit PHI.

24. Execution and Acceptance Mechanics (Implementation Notes for Your Site)

Clickwrap: During account creation and upon material updates, Users must check a box affirming "I agree to the Terms of Service" and click an "Agree" button. A clear, proximate callout must highlight the mandatory arbitration agreement and class action waiver.

Versioning: The Platform will log the version of the Terms and a timestamp for each User's acceptance.

Access: A publicly accessible URL will display the current Terms with a conspicuous "Last Updated" date.

Browsewrap: A persistent footer link to the Terms will appear on all pages. For non-logged-in users, a notice will state that continued browsing indicates acceptance; for registered Users, the Company will rely on clickwrap acceptance.