Terms & Conditions

These Terms of Service (the “Terms of Service”), along with the Privacy Policy located at https://www.dependentsaudit.com/privacy (“Privacy Policy”) (collectively, the “Agreement”), contain the terms and conditions that govern your use of, without limitation, AAR Solutions’ (“Company”, “we”, “us”, or “our”) website, mobile applications, software, social media pages, marketing activities, and other activities (collectively, the “Platform”) and services that we offer, both on and off the Platform (collectively, the “Services”).

This Agreement is applicable to all persons who use or access the Platform and/or the Services, whether in their individual capacity, as part of or on behalf of an entity, or on behalf of any third party (each and collectively, the “User(s)”). If the User is agreeing to these terms on behalf of an entity, third-party, or an individual other than User, then the User represents and warrants that User has authority to bind that entity, third-party, or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such entity, third-party, or individual. In that event, references to “User”, herein, shall also refer to and include that entity, third-party, and/or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement (if available), or by accessing or using the Platform or Services, User agrees, effective as of the date of such action, to be bound by the Agreement.

I.         COMPANY’S SERVICES; NOT MEDICAL ADVICE; FEES.

1.1 The Company, amongst other things, provides verification solutions and document analysis for assessing dependent eligibility of benefits.

1.2 THE INFORMATION AND ADVICE INCLUDED OR OFFERED ON THE COMPANY’S PLATFORM, OR AS OTHERWISE PROVIDED AS PART OF THE SERVICES, IS NOT INTENDED TO BE USED AS MEDICAL ADVICE. NO MATERIALS OR INFORMATION HEREIN ARE INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDERS WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION/TREATMENT.

1.3 The Company will provide User the Services requested in accordance with this Agreement, enabling Users to, e.g., receive and post content and create an account (“User Account”) on the Platform to access, submit, and receive, e.g., documents, information, and services.

1.4 Unless otherwise noted on the Platform, creating a User Account is free, but the ability to create an account may be linked to the User entering into a Separate Contract (hereinafter defined) with the Company for Services. That Separate Contract, the Platform, or both, shall specify the costs and fees that the User shall owe to the Company for the Services (each and collectively, the “Fees”).

II.        USER WARRANTIES.

2.1 By using the Services and/or accessing the Platform, the User warrants: (a) that the User is at least 18 years of age; (b) that the User has read and understood these Terms of Service; and (c) that the User agrees to be bound by the terms and obligations of these Terms of Service and the Privacy Policy, respectively.

2.2 The User warrants that it shall provide accurate, complete, and updated personal and billing information (including, without limitation, credit card or other payment details) while using the Services, and that the User has an obligation to continually update such personal and billing information, as applicable.

2.3 The User acknowledges and agrees that, given the nature of the Services, the Company may directly or indirectly handle the User’s “Personally Identifiable Information” (“PII”) and/or Protected Health Information (“PHI”), which may or may not be protected by the Health Insurance Portability and Accountability Act (“HIPAA”), as detailed further in the Company’s Privacy Policy.

III.      USER DISCLOSURE OF DATA; COMPANY’S PRIVACY POLICY.

3.1 Company will use reasonable endeavors to hold all personal information—including PII and PHI—submitted by the User or provided to Company under this Agreement in strict confidence; provided, however, that Company will not be held liable, without limitation, if such data is released (i) through other sources, (ii) because of a reasonable belief that User has consented to such disclosure, (iii) if compelled by regulatory or court order; (iv) in accordance with the Agreement; or (v) in accordance with applicable law. 

3.2 Company’s Privacy Policy details how Company collects, uses, stores, and discloses, e.g., personal information from Users. User acknowledges and understands that Company may collect, use, store, and disclose User’s information pursuant to Company’s Privacy Policy, as it may be updated from time to time, in order to provide the Services and operate the Platform. By using the Platform or the Services, you are explicitly agreeing to both these Terms of Service and the Privacy Policy, respectively, so you are strongly encouraged to review the Company’s Privacy Policy in full, which can be accessed at https://www.dependentsaudit.com/privacy.

IV.       PROPRIETARY RIGHTS.

4.1 To access the Services, Users may need to create an account on the Platform. “User Content” means any text, graphics, images, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, and without limitation, any templates, documents, materials, or intellectual property that the Company provides to User via the Services shall constitute “Company Content” (as further defined below) hereunder. Company does not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Platform, User hereby grants to Company a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Company the aforementioned license rights in User Content under this Agreement and that User Content does not infringe upon the intellectual property rights of any third party. The User further warrants that all User Content is accurate, up-to-date, and not misleading.

4.2 User may generally remove or delete User Content from the Platform, provided that certain types of User Content may not be removed from the Platform to comply with Company’s regulatory or legal obligations. Moreover, in certain instances, some User Content may not be completely removed, and copies of User Content may continue to exist on the Platform. Company is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. 

4.3 “Company Content”, in addition to the above, means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services or Platform by Company, other than User Content. User Content and Company Content shall be collectively referred to herein as “Content”. Company, its affiliates, partners, or its licensors exclusively own all worldwide right, title, and interest in and to the Company Content, and also in and to the Platform and the Services, including, in each case, all associated intellectual property rights (“Company IP”). User acknowledges that the Platform, Services, and Company Content are protected by copyright, trademark, and other laws of the United States and/or foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Company Content. This Agreement does not convey any proprietary interest in or to any Company IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Company Content (“Feedback”) is given voluntarily, and Company will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback that User provides to Company in response to any surveys that the Company conducts, through any available technology, about User’s experiences with, e.g., Company, the Services, the Platform, etc.

4.4 Subject to User’s compliance with this Agreement, Company grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Company Content solely in connection with User’s permitted use of the Platform and/or Services.

V.        THIRD-PARTY SERVICES.

5.1 Through the Platform, User may be able to receive services from partners, affiliates, or other third-parties of Company (each such service, a “Third-Party Service(s)” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Company is not responsible for Third-Party Services, or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. Company reserves the right to terminate this Agreement and the provision of Services in the event User breaches the terms of its agreement with any Partner.

5.2 If User elects to receive a Third-Party Service, User authorizes Company to submit to the applicable Partner any and all documents and information about User that are necessary for such Partner to provide the Third-Party Service to User (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Company and for Company to provide it to Partners, and that Company’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Company to submit User’s Shared Information to a Partner, User has waived and released any and all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (each and collectively a “Claim” or “Claims”) against Company and its directors, officers, agents, contractors, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.

VI.       TERMINATION.

6.1 The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account, or as otherwise made available by Company via termination/cancellation form or in writing. Company may terminate the Services and this Agreement by giving User written notice (e-mail sufficient). 

6.2 In addition to Company’s foregoing termination right, Company may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Company has any reason to suspect or believe that User, whether directly or indirectly, may be in violation of this Agreement or User’s agreement with any Partner; (ii) Company determines that User’s actions are likely to cause legal liability for or material negative impact to the Company; (iii) Company believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; or (iv) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User.

6.3 The termination of any of the Services or this Agreement will not affect User’s or Company’s rights with respect to transactions which occurred before termination. Company will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Company’s termination of this Agreement. Any sections of this Agreement, which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, canceled, or rescinded.

6.4 Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Company, in its sole discretion, and for a limited time, may continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User shall use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account, and User is further encouraged to immediately download any User Content or documents or information belonging to User that User wishes to retain. Company may deny the Limited Access Rights to User, or Company may revoke the Limited Access Rights at any time, in its sole discretion. Company shall otherwise retain or destroy, in its sole discretion, but consistent with applicable law, User’s personal information, as applicable, with additional information on this topic found in Company’s Privacy Policy.

VII.     GOVERNING LAW; ARBITRATION; MASTER SERVICES AGREEMENT.

7.1 This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be settled by binding arbitration in front of one (1) arbitrator in Delaware, using the American Arbitration Association (AAA). Such arbitration shall be conducted in English, and each party, respectively, explicitly agrees to personal jurisdiction in and the exclusivity of such venue. Such arbitration shall be binding, the arbitrator shall provide written details of such ruling, and the prevailing party shall be entitled to enforce such judgment in any court of competent jurisdiction.

7.2 User agrees that by using and/or accessing the Services or Platform, (a) User, pursuant to the arbitration provision herein, waives their right to a jury trial; (b) agrees that such arbitration is User’s sole method/venue for any claims or damages hereunder; and (c) that User may not combine their claims or causes of action with any other user to, without limitation, create a class action lawsuit or any similar joint or combined action with any third party.

7.3 User acknowledges that any breach of this Agreement shall give rise to irreparable injury to Company which may not be adequately compensated by damages. Accordingly, Company may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond. User further acknowledges and agrees that the covenants contained herein are necessary for the protection of Company’s legitimate business interests and are reasonable in scope and content.

7.4 In the event that the User has already signed or subsequently signs a “Master Services Agreement” with the Company—or otherwise enters into a similar, formal contract for services with the Company, regardless of title (each and collectively, as applicable, the “Separate Contract”)—then, in the event of a conflict between the terms of the Agreement and the Separate Contract, and notwithstanding anything herein to the contrary, the terms of the Separate Contract shall control that particular issue, language, conflict, or otherwise.

XIII.   GENERAL PROHIBITIONS.

8.1 User explicitly agrees not to take any of the following actions:

(a) Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;

(b) Use the Services other than as authorized in this Agreement;

(c) Resell, sub-license, or otherwise share the Services with any third party, except as explicitly permitted herein;

(d) Display, mirror, or frame (i) the Platform; (ii) the Services; or (iii) Content or any individual element within the Platform or Services, including Company’s name and any Company trademark, logo, or other proprietary information, in each case, without Company’s express prior written consent;

(e) Access, tamper with, or use non-public areas of the Platform or the Services;

(f) Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;

(g) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Company, any of Company’s providers, or any other third party (including another User) to protect the Platform, Services, or Content;

(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;

(i) Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;

(j) Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;

(k) Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;

(l) Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;

(m) Impersonate or misrepresent User’s affiliation with any person or entity; and

(n) Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;

8.2 Company reserves the right to immediately remove any User Content that the Company reasonably believes to be in violation of this Agreement or applicable law, and to take such other steps as it deems necessary for any material breaches of this Agreement, including terminating this Agreement, suspending User’s use of the Platform and the Services, and notifying the relevant authorities. 

8.3 The Company invites the User to report any suspected abuse of the Platform or any suspected violation of this Agreement to it at [customer support e-mail].

IX.       INDEMNIFICATION; LIMITATION OF LIABILITY; DISCLAIMERS.

9.1 User agrees to indemnify, defend, and hold Company and its agents, contractors, partners, and affiliates, including its and their respective directors, officers, employees, agents, and contractors (each, an “Indemnified Party”), harmless against all Claims made by User or any other third party resulting from, arising out of, or related to Company’s or any other Indemnified Party’s provision of the Service or Platform, reliance on information and data furnished by User, or resulting from activities that Company or any other Indemnified Party undertakes at User’s request, or at the request of anyone Company or any other Indemnified Party believes in good faith to be an authorized agent of User, including, without limitation, costs, reasonable attorneys’ fees, and expert witnesses’ fees incurred in connection with such Claims. User agrees that neither Company nor any other Indemnified Party will be liable for any loss or damage caused by Company’s or any other Indemnified Party’s delay in furnishing, or inability to furnish, the Services or the Platform.

9.2 In no event will Company’s, or any other Indemnified Party’s, liability for any act or omission relating to the Platform or the Services exceed the amount actually incurred by the User and paid to Company hereunder.

9.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGES, INCLUDING PERSONAL INJURY TO USER AND ANY LOSSES OR DAMAGES SUFFERED BY USER AS A RESULT OF SUCH PERSONAL INJURY, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER COMPANY OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT NEITHER COMPANY NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE PLATFORM, OR ANYTHING USED IN CONNECTION WITH THEREWITH, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

X.        MISCELLANEOUS TERMS.

10.1 Amendments. Company reserves the right to change the terms, conditions, and Fees for the Platform, Services, these Terms of Service, and the Privacy Policy at any time and in its sole discretion. User is responsible for checking, and explicitly agrees to periodically check, the Agreement from time to time for any changes to the Agreement. Company will endeavor, but shall not be obligated, to provide thirty (30) days’ prior notice of any material change. Notice may be provided in writing, electronically (including e-mail), or via the Platform. If User does not wish to be bound by such change, User must discontinue using and terminate the Services and Platform before the change becomes effective. If User continues to use the Services or Platform after the change becomes effective, User will be bound by the change(s). User has the responsibility to ensure that User’s address, including any electronic address(es), billing, and account information in Company’s records is accurate. The timing of an advance notice of change may be shortened when permitted or required by law.

10.2 Entire Agreement. This Agreement contains the entire understanding between Company and User concerning the matters addressed herein. 

10.3 No Waiver. No waiver on behalf of any party of any breach of the provisions of this Agreement shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party’s rights with respect to any future breach of any of the provisions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

10.4 Independent Contractors. Company is an independent contractor with respect to the provision of the Services, and each Party is solely responsible for its respective taxes hereunder, as applicable. Company and User both specifically and expressly disclaim any intention to create a partnership or joint venture or to constitute any party as agent of the other. Nothing in the Agreement will result in a party being a partner of the other party nor impose any partnership obligations on any party. Additionally, nothing in the Agreement shall give User the ability to act on behalf of or bind Company.

10.5 Severability. Should any section, sub-section, provision, or clause of the Agreement be deemed, for any reason whatsoever, to be invalid or inoperative, said section, sub-section, provision, or clause shall be deemed severable and shall not affect the force and validity of any other provisions of this Agreement. Moreover, the section, sub-section, provision, or clause deemed invalid or inoperative shall be amended by the court or arbitrator, as applicable, to achieve as close to the Parties’ intent as possible.

10.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.

10.7 Assignment; Successors and Assigns. User shall not assign this Agreement without the prior written consent of Company. Company may assign this Agreement at any time in its sole discretion, including as a result of any sale, merger, consolidation, or asset sale with or to any third party. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

10.8 Survival. The parties’ respective obligations hereunder that would require their surviving this Agreement in order to give them full force and effect shall survive the termination of this Agreement, regardless of the date, cause, or manner of such termination.

XI.       ELECTRONIC SIGNATURE.

By selecting the “I Accept” button or by otherwise using the Services or Platform, User signs this Agreement electronically and agrees that User’s electronic signature is the legal equivalent of its ink signature on this Agreement. By selecting “I Accept'' or by otherwise using the Services or Platform, User further represents that it is authorized to enter into this Agreement, whether individually or on behalf of a third party, and User, including all associated and bound third parties, consents to be legally bound by the Agreement and its terms and conditions. User further agrees that its use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, or to otherwise provide Company with instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures, or conditions constitutes its signature (hereinafter referred to as “E-Signature”), acceptance, and agreement as if actually signed by User in writing. User also agrees that no certification authority or other third-party verification is necessary to validate its E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between User and Company.

XII.     QUESTIONS; SUPPORT.

For any questions or support regarding this Agreement, the Services, or Platform, please contact the Company at support@dependentsaudit.com. Please include as much specificity as possible in your comment, and please allow the Company time to process such comments.