This Partner Agreement ("Partner Agreement") is an agreement between Thatch Health, Inc. ("Thatch" or "we") and the entity or individual partnering with Thatch ("Partner" or "you"). This Partner Agreement applies to access and use of the products or services provided by Thatch or its partners.
This Partner Agreement is effective when you first access your account with Thatch ("Effective Date") and remains in effect for the term provided below.
This Partner Agreement incorporates additional agreements, terms, and policies (collectively, "Incorporated Terms") including the Thatch Platform Terms ("Platform Terms"), the Data Use and Transfer Agreement, the Privacy Policy ("Privacy Policy"), the Acceptable Use Policy ("Acceptable Use Policy"), and if applicable a Term Sheet between Thatch and the Brokerage with which you have a Brokerage Affiliation. The Partner Agreement and Incorporated Terms form the entirety of the agreement governing your use of Partner Accounts. Any capitalized terms used but not defined in this Partner Agreement will have the definitions provided in the Platform Terms.
Disputes between you and Thatch will be resolved by binding, individual arbitration as described in the Platform Terms that includes a waiver of your right to participate in a class action lawsuit or class-wide arbitration.
1. Using Your Partner Account
A. About your Partner Account
A Partner Account allows you to refer Employers to use the Services, to earn Referral Fees in connection with your Employer referrals, and to assist Members with shopping for, paying for, and enrolling in Individual Plans.
B. Opening a Partner Account
You must create an online profile with Thatch before accessing the Services and your Partner Account dashboard. Your Partner Account dashboard allows you to input and manage your personal information, contact details, Brokerage Affiliations, and Financial Accounts.
Partner Accounts can be used with or without Brokerage Affiliations. If you have a Brokerage Affiliation, you must obtain permission from your Brokerage before opening a Partner Account. By opening a Partner Account, you warrant that you are authorized to do so and that creating a Partner Account does not violate any other agreement that you may have with any Brokerage, administrator of employee benefits, client, or any other third party.
2. Referral Fees Amounts
A. Referral Fees Amounts without Brokerage Affiliations
If you do not have a Brokerage Affiliation, Referral Fee amounts will be specified in your Partner Account or in a Term Sheet signed by you and Thatch, and paid out to the Financial Account provided by you to Thatch. Referral Fee amounts may be updated upon 30 days’ notice via your Partner Account dashboard of the Thatch website.
B. Referral Fees Amounts with Brokerage Affiliations
If you have a Brokerage Affiliation, Referral Fee amounts will be specified in an agreement signed by your Brokerage and Thatch and paid out to the Financial Account provided by your Brokerage.
3. Referral Fee Eligibility
You may be eligible to earn fees when you refer Employers to Thatch. Thatch will determine whether the Employers that you refer are Qualified Referrals. A "Qualified Referral" is an Employer that (a) is not an existing customer or active lead of Thatch, (b) is reviewed and approved by Thatch, and (c) has at least one employee who accepts their Healthcare Payments Account offer and enrolls in an Individual Plan. Thatch retains sole discretion to approve or reject Employers as Qualified Referrals for any reason. Thatch may periodically communicate its evaluation criteria to Partners. You must create a Partner Account before you can earn Referral Fees.
When calculating Referral Fees, Thatch includes Members employed by your Qualified Referrals for each month in which the Member is included in fees paid to Thatch by the Employer for administering Healthcare Payments Accounts; provided, however, that Thatch will not pay you Referral Fees if the Qualified Referral has an overdue balance with Thatch or unpaid Healthcare Contribution Amounts.
4. Broker of Record Designation
When Partners refer Employers to Thatch and Thatch enrolls the Employer’s Members in Individual Plans, Thatch may submit a request to the Carrier to become the designated broker of record in connection with the Individual Plan. Thatch and Partner or Thatch and Partner’s Brokerage Affiliation may amend this section in a separate written agreement.
5. Closing a Partner Account
You may close your Partner Account upon 30 days' notice by contacting support@thatch.ai. When you close your Partner Account, Thatch will pay out any Referral Fees that you have earned until the time of deactivation.
If you are a Broker in connection with a Member’s enrollment, your professional responsibilities will continue even if you close your Partner Account.
6. Compliance with Applicable Rules
Compliance Generally. Thatch may provide tools to help a Partner comply with certain reporting and disclosure obligations. You are responsible for complying with Applicable Rules at all times.
Licensing. Partner Accounts can be used regardless of whether you have a broker license. However, Partners may only engage in Broker Services if they hold an active insurance license in the applicable jurisdiction and line of authority. Thatch may require that you provide your insurance number or other documentation of your licensure to continue using your Partner Account.
7. Indemnity
In addition to your indemnification obligations in the Platform Terms, you also agree to indemnify and hold Thatch harmless from and against all Claims brought against Thatch, and any liabilities, damages, losses and expenses (including attorneys' fees), that arise from or relate to your (a) non-compliance with Applicable Rules and (b) violation of professional, legal, or regulatory obligations to Members as a Broker, if applicable.
8. Integration
This Partner Agreement, including the Incorporated Terms, constitutes the entire understanding of the Parties with respect to subject matter described herein. It supersedes all prior and contemporaneous understandings and agreements between you and us regarding the Services.
